ASSET
      PURCHASE AGREEMENT

     

    THIS
      ASSET PURCHASE AGREEMENT dated as of March 14, 2007 (this “Agreement”)
      is
      made and entered into by and between Tix Corporation, a Delaware corporation
      (“Purchaser”),
      and
      John’s Tickets LLC, an Ohio limited liability company dba Any Event Tickets
      (“Any
      Event”)
      and
      John Pirample, sole member of Any Event (together with Any Event, the
“Seller”),
      on
      the other hand.

     

    A. Any
      Event
      is a ticket brokerage firm, with offices located in Las Vegas, Nevada and
      Cleveland, Ohio, and Seller wishes to sell to Purchaser the assets listed in
      Exhibit
      A,
      attached hereto (“Seller’s
      Assets”).

     

    B. Purchaser
      wishes to purchase Seller’s Assets from Seller.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals and the mutual promises
      and covenants set forth in this Agreement, and other good and valuable
      consideration, the receipt, sufficiency and adequacy of which is hereby
      acknowledged, the parties, intending to be legally bound, hereby agree as
      follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    When
      used
      in this Agreement, the following terms shall have the respective meanings set
      forth below:

     

    “Affiliate”
shall
      mean with respect to any Person (i) a Person directly or indirectly
      controlling, controlled by or under common control with such Person; or
      (ii) an officer, director, member or partner of such Person. For these
      purposes, control means the possession, direct or indirect, of the power to
      direct or cause the direction of the management and policies of a Person,
      whether its the ownership of voting securities, by contract or
      otherwise.

     

    “Agreement”
shall
      mean this Asset Purchase Agreement, including all exhibits and schedules
      thereto, as the same may hereafter be amended, modified or supplemented from
      time to time.

     

    “Applicable
      Law”
shall
      mean, with respect to any Person, any statute, law, regulation, order,
      injunction, judgment, decree or other requirement of any Authority applicable
      to
      such Person or any of its Affiliates or any of their respective properties,
      and
      assets.

     

    “Authority”
shall
      mean any governmental, regulatory or administrative body, agency or authority,
      any court of judicial authority, any arbitrator or any public, private or
      industry regulatory authority.

     

    “Books
      and Records”
of
      Seller shall mean copies of all books and records, ledgers, employee records,
      customer lists, files, correspondence, computer data bases, accounting
      information and other records of every kind, whether written, computerized
      or
      maintained in any other medium, which are owned by Seller or in which Seller
      has
      any interest, which in each case relates to Seller’s Assets.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Closing”
shall
      mean the consummation of the transactions contemplated in this
      Agreement.

     

    “Closing
      Date”
shall
      mean the date upon which the Closing occurs.

     

    “Domain
      Names”
shall
      mean the Internet registered domain name anyevent.com currently registered
      with
      registrar GoDaddy.com, Inc. and all other domain names set forth in Exhibit
      A
      attached
      hereto.

     

    “Indemnified
      Party”
shall
      have the meaning specified at Section 13.3.

     

    “Indemnifying
      Party”
shall
      have the meaning specified at Section 13.3.

     

    “Intellectual
      Property”
shall
      mean all intangible properties relating to Seller’s Assets and in which Seller
      has any interest (including the right to use by license or otherwise), and
      includes, without limitation, all of the following (to the extent related to
      the
      foregoing): (i) all trademarks, service marks, trade names, trade dress,
      domain names, logos, corporate names, slogans and commercial symbols, all
      applications therefor, and all associated goodwill, including, without
      limitation, the Domain Names and the Marks; (ii) all copyrights, all
      applications therefor and all associated goodwill; (iii)  all technical
      information, know-how, trade secrets, processes, operating, maintenance and
      other manuals, drawings and specifications, and related data, and all associated
      goodwill; (iv) all “software” and all documentation thereof (including all
      electronic data processing systems and program specifications, functional
      specifications, source and object codes, algorithms, architecture, input data,
      report layouts and format, record file layouts, diagrams, narrative descriptions
      and flow charts) (collectively, “Software”); (v) all other inventions,
      discoveries, improvements, processes, formulae (secret or otherwise), data,
      drawings, specifications, trade secrets, confidential information, financial,
      marketing and business data, pricing and cost models and information, business
      and marketing plans, operating procedures, customer and supplier lists, vendor
      numbers, knowledge of customer preferences and buying practices and all other
      ideas (including those in the possession of third parties, but which are the
      property of Seller); (vi) all drawings, records, books or other tangible
      media embodying the foregoing; (vii) all rights to obtain and rights to
      register patents, trademarks and copyrights; and (viii) all rights to sue
      or recover and retain damages and costs and attorneys fees for present and
      past
      infringement of any of the foregoing.

     

    “Inventory”
shall
      mean all sporting events tickets, concert tickets, tour tickets, theatre
      tickets, and all other tickets held by Seller for sale to the general
      public.

     

    “Knowledge”
shall
      mean, with respect to Seller, the actual knowledge of Seller.

     

    “Licenses
      and Permits”
of
      Seller shall mean all licenses and permits issued to Seller or in which Seller
      has any interest (including the right to use).

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    “Lien”
shall
      mean any lien, pledge, mortgage, security interest, lease, charge, conditional
      sales contract, option, restriction, right of first refusal, or any other
      adverse claim or right whatsoever.

     

    “Losses”
shall
      mean all damages, awards, judgments, assessments, fines, penalties, charges,
      costs, expenses, payments, diminutions in value and other losses, however
      suffered or characterized, all interest thereon, all costs and expenses of
      investigating any claim, lawsuit or arbitration and any appeal therefrom, all
      actual attorneys’ fees incurred in connection therewith, whether or not such
      claim, lawsuit or arbitration is ultimately defeated and, subject to
      Section 13.4, all amounts paid incident to any compromise or settlement of
      any such claim, lawsuit or arbitration.

     

    “Marks”
shall
      mean any and all associated rights in and to any Domain Name trademarks (whether
      registered or unregistered), trade names, service names, logos and designs,
      including, without limitation, all designs, logos or word marks that
      incorporate, constitute or comprise the words, phrase or term
“anyevent.com.”

     

    “Order”
shall
      mean any decree, order, judgment, writ, award, injunction, rule or consent
      of or
      by an Authority.

     

    “Person”
shall
      mean any entity, corporation, company, association, joint venture, joint stock
      company, partnership, trust, organization, individual (including personal
      representatives, executors and heirs of a deceased individual), or government
      (including agencies, departments, bureaus, boards, divisions and
      instrumentalities thereof).

     

    “Purchaser
      Documents”
shall
      mean this Agreement and all other agreements, instruments and certificates
      to be
      executed and delivered by Purchaser in connection with this
      Agreement.

     

    “Purchase
      Price”
shall
      have the meaning specified at Section 4.1.

     

    “Registrar”
shall
      mean the registrar GoDaddy.com, Inc. (www.godaddy.com) with which the Domain
      Name anyevent.com is registered, and an entity that has responsibility and
      procedures in place for effecting transfers of .com domain names from a
      registrant to another party and for effecting transfers of .com domain names
      to
      other registrars. “Registrar” shall also mean and include any registrar in
      addition to GoDaddy.com, Inc. with which any of the other Domain Names, or
      any
      of them, is registered, and an entity that has responsibility and procedures
      in
      place for effecting transfers of .com domain names from a registrant to another
      party and for effecting transfers of .com domain names to other
      registrars.

     

    “Required
      Contractual Consents”
shall
      mean those consents required to be obtained in order to consummate the
      transactions contemplated by this Agreement.

     

    “Required
      Governmental Approvals”
shall
      mean those filings, notices or approvals required to be obtained in order to
      consummate the transactions contemplated by this Agreement.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    “Seller
      Disclosure Schedule”
shall
      mean the schedule(s) entitled “Seller Disclosure Schedule”, dated of even date
      herewith. Seller Disclosure Schedule shall be considered a part of this
      Agreement.

     

    “Seller
      Documents”
shall
      mean this Agreement and all other agreements, instruments and certificates
      to be
      executed by Seller in connection with this Agreement.

     

    “Seller’s
      Assets”
shall
      mean those assets listed on Exhibit A.

     

    “Software”
shall
      have the meaning specified in the definition of Intellectual
      Property.

     

    “Tangible
      Personal Property”
of
      Seller shall mean all equipment, supplies, spare parts, and other tangible
      personal property relating to Seller’s Assets.

     

    “Tax”
shall
      mean any tax, charge, fee, levy, deficiency or other assessment of whatever
      kind
      or nature, together with any interest, penalty, addition to tax or additional
      amount imposed by any Tax Authority. “Taxing” and “Taxable” shall have the
      correlative meanings.

     

    “Tax
      Authority”
shall
      mean any Authority having jurisdiction over the reporting and payment of any
      Taxes.

     

    “Third
      Party Claim”
shall
      have the meaning specified at Section 13.4.

     

    “Website”
shall
      mean the webpages and website associated with the URL and hostname
      www.anyevent.com and/or any or all websites employing the Domain Name as its
      address on the World Wide Web or Internet.

     

    References
      in this Agreement to “Articles,”
      “Sections,”
      “Exhibits”
and
      “Schedules,”
shall
      be to the Articles, Sections, Exhibits and Schedules of this Agreement, unless
      otherwise specifically provided; any of the terms defined in this Agreement
      may,
      unless the context otherwise requires, be used in the singular or the plural
      and
      in any gender depending on the reference; the present tense shall include the
      past and future tense; the words “herein”, “hereof” and “hereunder” and words of
      similar import, when used in this Agreement, shall refer to this Agreement
      as a
      whole and not to any particular provision of this Agreement; and except as
      otherwise specified in this Agreement, all references in this Agreement
      (a) to any Person shall be deemed to include such Person’s permitted heirs,
      personal representatives, successors and assigns; and (b) to any agreement,
      any document or any other written instrument shall be a reference to such
      agreement, document or instrument together with all exhibits, schedules,
      attachments and appendices thereto, and in each case as amended, restated,
      supplemented or otherwise modified from time to time in accordance with the
      terms thereof; and (c) to any law, statute or regulation shall be deemed
      references to such law, statute or regulation as the same may be supplemented,
      amended, consolidated, superseded or modified from time to time.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    ARTICLE
      II

     

    SALE
      AND PURCHASE OF ASSETS

     

    2.1 Assets
      to be Transferred.
      Subject
      to the terms and conditions set forth in this Agreement and in reliance upon
      the
      representations and warranties of Seller and Purchaser herein set forth, at
      the
      Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser,
      by appropriate deeds, bills of sale, assignments and other instruments
      satisfactory to Purchaser, and Purchaser shall purchase from Seller, all of
      Seller’s right, title and interest, as of the Closing Date, in and to Seller’s
      Assets.
      For
      purposes of this Section 2.1 only, “Seller” shall mean Any Event, John Pirample
      and Timothy Bordonaro, former President of Any Event. This transfer also
      includes the following:

     

    (a) Assignment
      and Conveyance of All Rights to Domain Names and Marks:
      Seller
      hereby grants, assigns, and quitclaims to Purchaser all of its right, title,
      and
      interest in perpetuity throughout the universe in and to the Domain Names and
      the Marks (and their associated goodwill) to the fullest extent possible, and
      Seller agrees that all of its right, title, and interest in and to the Domain
      Names and the Marks shall be the sole and exclusive property of Purchaser to
      be
      used in any manner at Purchaser’s sole and absolute discretion. Seller will
      cease to maintain an Internet site under the Domain Names effective immediately
      and will not register or attempt to register the Domain Names, Marks or any
      variants thereof as a domain name or as a trademark or service
      mark.

     

    (b) The
      Marks:
      This
      assignment and grant of rights in and to the Marks includes all right, title
      and
      interest that Seller may own in (i) the words “any event”, “any event tickets”
and/or “anyevent.com” as word marks, independent of any design, (ii) the words
“any event”, “any event tickets” or “anyevent.com” as used as part of any
      design, (iii) any and all common law rights in the Marks owned by Seller, and
      (iv) all designs and logos related to the Marks, and all stylized versions
      thereof, together with the right to recover for the past infringements thereof,
      and the good will and portion of the business of Seller pertaining to and
      symbolized by such trademarks. 

     

    (c) The
      Domain Names.
      This
      assignment and grant of rights includes the Domain Names, and such assignment
      and grant of rights is subject to and governed by this Agreement and the terms
      set forth in the document entitled “Domain Names Assignment” that is attached as
      Exhibit C to this Agreement and incorporated herein by this reference. Seller
      and Purchaser agree to execute the Domain Names Assignment simultaneous with
      the
      execution of this Agreement. Effective immediately as of the Closing Date,
      Seller shall cease any and all use of the Domain Names.

     

    (d) Copyrights.
      In
      addition to the foregoing, Seller hereby grants, assigns and quitclaims to
      Purchaser all copyrights, if any, whether registered or unregistered, that
      are
      owned or controlled by Seller in and to the Marks, the Domain Names, the
      Software, the Website, or any of the Intellectual Property and all copyrights
      owned or controlled by Seller related to the Marks, the Domain Names, the
      Software, the Website, or any of the Intellectual Property, throughout the
      universe, as well as any derivative rights and copyrights relating thereto.
      

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    2.2 Registrar
      and Domain Name Transfer:
      Upon
      execution of this Agreement, Seller shall request that the Registrar transfer
      the Domain Names to Purchaser in accordance with the Registrar’s then-current
      domain name transfer procedures. Purchaser shall promptly provide to Seller
      and/or Registrar, in accordance with Registrar’s then-current domain name
      transfer procedure, any and all information necessary for Seller and Registrar
      to effect the Domain Names transfer, including the Purchaser’s account
      information and the Purchaser’s registrar information, if different from the
      Registrar. After initiating the transfer processes for all Domain Names, Seller
      shall promptly reply to any and all requests made by the Registrar to complete
      the transfers including, without limitation, any requests for additional
      information or documentation. Seller shall promptly provide to Purchaser copies
      of all correspondence with the Registrar related to the Domain Names. Seller
      shall promptly notify Purchaser of the successful completion of the transfers
      as
      reflected in the WHOIS databases on Registrar’s web site (located at
      www.godaddy.com or other URL where any other registrar may be found).


     

    2.3 Title
      to Seller’s Assets.
      Seller’s Assets shall be conveyed free and clear of all liabilities, obligations
      and Liens (other than those set forth in the Seller Disclosure Schedules (if
      any)).

     

    ARTICLE
      III

     

    ASSUMPTION
      OF LIABILITIES

     

    Purchaser
      shall not assume or be liable for any liabilities or obligations of Seller,
      direct or indirect, fixed, contingent or otherwise, known or unknown, which
      exist on the Closing Date or which arise thereafter as a result of any act,
      omission or circumstance taking place prior to the Closing
      Date, including, without limitation, any of Seller’s liabilities or obligations
      relating to the past employment or termination of Seller’s employees or relating
      to any benefit plan.

     

    ARTICLE
      IV

     

    PURCHASE
      PRICE, PAYMENT AND RELATED MATTERS

     

    4.1 Purchase
      Price.
      The
      purchase price (the “Purchase
      Price”)
      for
      Seller’s Assets shall be
      a cash
      payment of $300,000 (“Cash
      Payment”)
      and
      137,500 shares of restricted common stock of Purchaser (the “Shares”).
      After
      the Closing Date, Purchaser shall conduct an audit of the Seller’s ticket
      brokerage business and Inventory, and shall reimburse Seller for the cost of
      the
      Inventory, the amount of which shall be determined at the conclusion of an
      audit
      to be performed by Purchaser, pursuant to Section 12.3. 

     

    4.2 Status
      of Shares.
      Seller
      acknowledges that (a) the Shares have not been registered by Purchaser
      under the Securities Act or with any Authority and are being issued pursuant
      to
      an exemption from the registration requirements of the Securities Act pursuant
      to promulgated thereunder Section 4(2) and Regulation D and (b) the
      certificates evidencing the Shares will bear a restricted legend. Seller
      acknowledges that the Shares may not be resold or transferred unless the Shares
      are first registered in accordance with the Securities Act. 

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    ARTICLE
      V

     

    CLOSING

     

    5.1 Time
      and Place.
      The
      Closing is effective as of March 14, 2007.
      Possession and control of Seller’s Assets shall vest in Purchaser as of the
      Closing.

     

    5.2 Transactions
      at the Closing.
      At the
      Closing, the following shall occur:

     

    (a) Purchaser
      shall deliver the Cash Payment and title to the Shares to the
      Seller;

     

    (b) Seller
      shall deliver to Purchaser assignments in registrable form of all trademarks,
      service marks, copyrights, domain names and registrations or applications for
      the same included within Seller’s Assets and a bill of sale and assignment of
      Seller’s Assets, and such other instruments of sale, transfer, conveyance,
      assignment and confirmation, and Seller shall take such further actions, as
      Purchaser may reasonably deem necessary or desirable in order to transfer,
      convey and assign to Purchaser, and to confirm Purchaser’s title to, all of
      Seller’s Assets, to put Purchaser in actual possession and operating control
      thereof and to assist Purchaser in exercising all rights with respect thereto;
      and

     

    (c) Seller
      shall deliver to Purchaser all of the Books and Records relating to Seller’s
      Assets. 

     

    ARTICLE
      VI

     

    REPRESENTATIONS
      AND WARRANTIES

    OF
      SELLER

     

    Seller
      hereby represents and warrants to Purchaser that:

     

    6.1 Organization;
      Authority; Due Authorization.

     

    (a) Organization
      and Good Standing.
      Seller
      is a limited liability company duly organized, validly existing and in good
      standing under the Applicable Laws of the State of Ohio and is qualified to
      do
      business in Nevada.

     

    (b) Authority
      to Execute and Perform Agreements.
      Seller
      has all power, authority and approvals required to enter into, execute and
      deliver this Agreement and all of the other Seller Documents and to perform
      fully Seller’s obligations hereunder and thereunder.

     

    (c) Due
      Authorization; Enforceability.
      Seller
      has taken all actions necessary to authorize it to enter into and perform fully
      its obligations under this Agreement and all of the other Seller Documents
      to be
      executed by it and to consummate the transactions contemplated herein and
      therein. This Agreement has been duly and validly executed by Seller and
      (assuming due authorization, execution and delivery by Purchaser) constitutes
      the legal, valid and binding obligation of Seller, enforceable in accordance
      with its terms.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    (d) No
      Other Marks.
      Seller
      has no other Domain Names, marks, trademarks, service marks or trade names
      used
      in connection with Any Event Tickets’ business other than what is listed in
Exhibit
      A,
      and all
      such Domain Names, marks, trademarks, service marks or tradenames are included
      within this Asset Purchase Agreement and the Domain Names Assignment attached
      hereto as Exhibit
      C.

     

    6.2 No
      Violation.
      Neither
      the execution or delivery by Seller of this Agreement or any of Seller Documents
      nor the consummation of the transactions contemplated herein or therein will:
      (a) violate any provision of the operating agreement or other charter
      documents of Seller; (b) result in the creation or imposition of any Lien
      upon any of Seller’s Assets; or (c) violate or require any consent or
      notice under any Applicable Law or Order to which Seller or any of its
      properties is subject.

     

    6.3 Regulatory
      and Other Approvals.
      To the
      knowledge of Seller, no consent, approval, authorization, notice, filing,
      exemption or other requirement must, pursuant to any Applicable Law or Order
      be
      obtained from any Authority or Person or which must otherwise be satisfied
      by
      Seller in order that (a) the execution or delivery by Seller of this
      Agreement or any of the other Seller Documents (b) the consummation of the
      transactions contemplated herein or therein or will not (i) violate in any
      material respect any Applicable Law, any applicable Order to which Seller is
      subject or any License or Permit of Seller; or (ii) result in the creation
      or imposition of any Lien upon any of Seller’s Assets.

     

    6.4 Title
      to Seller’s Assets.
      Seller
      has good and marketable title to each of Seller’s Assets and the valid and
      enforceable right to receive and/or use each of Seller’s Assets free and clear
      of any and all Liens. The delivery to Purchaser of the instruments of transfer
      of ownership contemplated by this Agreement will at the Closing vest good and
      marketable title to, or the valid and enforceable right to receive and/or use,
      each such Seller’s Asset in Purchaser, free and clear of all Liens.

     

    6.5 Litigation.
      There
      is
      no litigation pending or, to the knowledge of Seller, threatened relating to
      Seller’s Assets.

     

    6.6 Intellectual
      Property.
      As of
      the date hereof to the knowledge of Seller:

     

    (i) all
      Intellectual Property within Seller’s Assets are valid and in full force and
      effect and are not subject to any Taxes;

     

    (ii) all
      of
      the Software of Seller performs in full compliance with all of the
      specifications therefore (including, without limitation, functional
      specifications) set forth in user manuals, promotional materials or license
      agreements;

     

    (iii) accurate
      and complete copies of all source codes relating to all versions of each item
      of
      Software of Seller exist and have been made available to Purchaser;

     

    (iv) there
      are
      no pending claims, actions, or other adversary proceedings, disputes or
      disagreements involving Seller concerning any item of its Intellectual Property,
      and, to the Knowledge of Seller, no such action, proceeding, dispute or
      disagreement is threatened.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    6.7 Tangible
      Personal Property.
      As of
      the date hereof:

     

    (a) Seller
      has good and marketable title owned by it to each item of its Tangible Personal
      Property, free and clear of all Liens or other encumbrances; and

     

    (b) each
      item
      of Tangible Personal Property is in good operating condition and repair, usable
      in the ordinary course of business, and the operation thereof as conducted
      during the twelve-month period prior to the date hereof, as presently conducted
      and as currently proposed to be conducted is not, in any material respect,
      in
      violation of any applicable law.

     

    6.8 Investment
      Representation.
      Seller
      is and will be acquiring the Shares for investment purposes only and not with
      a
      view to distribution.

     

    ARTICLE
      VII

     

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    Purchaser
      represents and warrants to Seller as follows:

     

    7.1 Due
      Incorporation.
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the Applicable Laws of Delaware.

     

    7.2 Authority
      to Execute and Perform Agreements.
      Purchaser has all requisite power, authority and approval required to enter
      into, execute and deliver this Agreement and the other Purchaser Documents
      and
      to perform fully its respective obligations hereunder and
      thereunder.

     

    7.3 Due
      Authorization; Enforceability.
      Purchaser has taken all actions necessary to enter into and perform its
      obligations under this Agreement including the issuance of the Shares and all
      other Purchaser Documents and to consummate the transactions contemplated herein
      and therein. This Agreement has been duly and validly executed by Purchaser
      and
      (assuming the due authorization, execution and delivery by Seller) constitutes
      the legal, valid and binding obligations of Purchaser enforceable in accordance
      with its terms. 

     

    7.4 Capitalization.
      The
      authorized capital stock of Purchaser consists of (i) 100,000,000 shares of
      common stock, par value $0.08, of which 18,440,305 shares are outstanding as
      of
      the date of this Agreement and (ii) 500,000 shares of preferred stock, par
      value
      $0.01 per share, none of which are outstanding. The Shares have been duly
      authorized, validly issued, fully paid and nonassessable, and have not been
      issued in violation of any preemptive right of stockholders. 

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    ARTICLE
      VIII

     

    COVENANTS
      AND AGREEMENTS OF THE PARTIES

    EFFECTIVE
      PRIOR TO CLOSING

     

    The
      parties hereto covenant and agree as follows:

     

    8.1 Business
      Examinations and Physical Investigations of Seller’s Assets.
      Purchaser shall be entitled, through its employees and representatives, to
      make
      such investigations and examinations of Seller’s Assets and the Books and
      Records of Seller as Purchaser may request for the purpose of familiarizing
      Purchaser with Seller’s Assets. Any such investigations and examinations shall
      be conducted at reasonable times and under reasonable circumstances. No
      investigation by Purchaser shall, however, diminish or obviate in any way,
      or
      affect Purchaser’s right to rely upon, any of the representations, warranties,
      covenants or agreements of Seller contained in this Agreement.

     

    8.2 Cooperation
      and Consents.
      Prior
      to the Closing Date, each party shall cooperate with the other to the end that
      the parties shall (i) in a timely manner make all necessary filings with,
      and conduct negotiations with, all Authorities and other Persons the consent
      or
      approval of which, or a license or permit from which, is required for the
      consummation of the transactions contemplated herein and (ii) provide to
      each other party such information as the other party may reasonably request
      in
      order to enable it to prepare such filings and to conduct such negotiations.
      The
      parties shall also use their respective best efforts to expedite the review
      process and to obtain all such necessary consents, approvals, licenses and
      permits as promptly as practicable. To the extent permitted by Applicable Law,
      the parties shall request that each Authority or other Person whose review,
      consent or approval is requested treat as confidential all information which
      is
      submitted to it. Seller and Purchaser shall bear their own costs and expenses
      incurred or fees paid to Authorities to obtain any governmental approvals and
      contractual consents. Each Party shall bear its own costs and expenses
      (including fees paid to authorities) incurred to obtain such consents,
      approvals, licenses or permits.

     

    8.3 Cooperation
      and Further Documentation:
      

     

    (a) Seller
      agrees to execute and deliver without further consideration such further
      instruments and other documents, and to cooperate with Purchaser in any manner
      as may be reasonably required by Purchaser to effectuate the purpose and intent
      of this Agreement, so that the transfer of the Domain Name to Purchaser is
      recorded in the appropriate registrar for the Domain Name, including, without
      limitation, by completion, signature, response email, online actions,
      notarization and/or filing of all documents necessary to record such sale and
      transfer and to allow the Domain Name to point to computer servers designated
      by
      Purchaser. Seller agrees to undertake whatever actions are required by the
      Registrar, including, without limitation, the initiation of the transfer process
      and removal of any registrar locks, to effectuate the transfer of ownership
      of
      the Domain Name to Purchaser so that the Purchaser will be the sole registered
      owner of the Domain Name and will be registered on whatever ICANN-accredited
      domain name registrar that Purchaser shall designate. 

     

    (b) In
      the
      event that Purchaser determines that it will require from Seller further
      documents or instruments to allow it to register the Domain Name or the Marks
      or
      to apply for and prosecute a trademark or service mark application with the
      United States Patent and Trademark Office, Seller agrees to execute such other
      or additional documents as Purchaser deems necessary to protect and/or enforce
      its full and exclusive rights to the Domain Name, Marks, their associated
      goodwill, and all other expanded, alternative, similar or derivative domain
      names, URLs, trademarks or service marks. 

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    8.4 No
      Solicitation or Negotiation.
      Unless
      and until this Agreement is terminated, Seller shall not, nor shall it cause,
      suffer or permit the directors, managers, officers, employees, representatives,
      agents, investment bankers, advisors, accountants or attorneys of Seller to,
      initiate or solicit, directly or indirectly, any inquiries or the making of
      any
      proposal that constitutes or could be reasonably expected to lead to an
      acquisition of Seller’s Assets from any Person, or engage in any discussions or
      negotiations relating thereto, or accept any such acquisition or otherwise
      facilitate, attempt to seek or continue any of the foregoing.

     

    ARTICLE
      IX

     

    CONDITIONS
      PRECEDENT TO THE OBLIGATION

    OF
      EACH PARTY TO CLOSE

     

    The
      obligations Purchaser to consummate the transactions contemplated herein shall
      be subject to the fulfillment, at or prior to the Closing of all of the
      conditions set forth below in this ARTICLE IX.

     

    9.1 No
      Action or Proceeding.
      The
      consummation of the transactions contemplated herein shall not violate any
      Applicable Law. Further, no legal restraint preventing the consummation of
      the
      transactions contemplated herein, or imposing material damages in respect
      thereof, shall be in effect, nor shall there be any action or proceeding pending
      or threatened by any Person which seeks any of the foregoing.

     

    9.2 Governmental
      and Other Approvals.
      All
      Required Governmental Approvals and all Required Contractual Consents shall
      have
      been obtained without the imposition of any conditions that are or would be
      materially burdensome upon the Business. All Required Governmental Approvals
      and
      Required Contractual Consents shall be in effect and all conditions and
      requirements prescribed by any of the same to be satisfied on or prior to the
      Closing Date shall have been satisfied.

     

    ARTICLE
      X

     

    CONDITIONS
      PRECEDENT TO THE OBLIGATION

    OF
      PURCHASER TO CLOSE

     

    The
      obligations of Purchaser to consummate the trans actions contemplated herein
      shall be subject to the fulfillment, at or before the Closing Date, of all
      of
      the conditions set forth below in this ARTICLE X.

     

    10.1 Representations
      and Warranties.
      The
      representations and warranties of Seller contained in this Agreement and in
      each
      other Seller Document shall have been true and correct when made and shall
      be
      true and correct in all material respects on and as of the Closing Date with
      the
      same force and effect as though made on and as of the Closing Date.

     

    10.2 Performance
      of Covenants.
      Each
      obligation of Seller to be performed by it on or before the Closing Date
      pursuant to the terms of this Agreement and each other Seller Document shall
      have been duly performed on or before the Closing Date.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    ARTICLE
      XI

     

    CONDITIONS
      PRECEDENT TO THE OBLIGATION

    OF
      SELLER TO CLOSE

     

    The
      obligation of Seller to consummate the transactions contemplated herein shall
      be
      subject to the fulfillment, at or before the Closing Date, of all the conditions
      set forth below in this ARTICLE XI.

     

    11.1 Representations
      and Warranties.
      The
      representations and warranties of Purchaser contained in this Agreement and
      in
      each other Purchaser Document shall have been true and correct when made and
      shall be true and correct in all material respects on and as of the Closing
      Date
      with the same force and effect as though made on and as of the Closing
      Date.

     

    11.2 Performance
      of Covenants.
      Each of
      the obligations of Purchaser to be performed by it on or before the Closing
      Date
      pursuant to the terms of this Agreement and each other Purchaser Document shall
      have been duly performed in all material respects on or before the Closing
      Date.

     

    ARTICLE
      XII

     

    COVENANTS
      AND AGREEMENTS OF THE PARTIES

    AFTER
      CLOSING

     

    12.1 Cooperation
      of Seller.
      Seller
      shall, and shall cause its employees to, cooperate with Purchaser to provide
      such assistance and documentation as may be necessary or appropriate to permit
      Purchaser to fully exploit Seller’s Assets.

     

    12.2 Delivery
      of Seller’s Assets.
      Immediately after the Closing, Seller shall deliver or cause the delivery of
      all
      Tangible Personal Property, and the Books and Records as instructed by Purchaser
      at Purchaser’s cost.

     

    12.3 Audit.
      Immediately after the Closing, Purchaser will conduct an audit of the Seller’s
      ticket brokerage business and Inventory at Purchaser’s cost. Upon completion of
      the audit, Purchaser shall reimburse Seller for the actual costs of the
      Inventory.

     

    12.4 Employment
      Agreement.
      Purchaser shall execute and deliver an Employment Agreement with John Pirample,
      substantially in the form as set forth on Exhibit B, and Seller shall assist
      Purchaser (or its designee) with the execution and delivery of such Employment
      Agreement.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    12.5 Consulting
      Agreement.
      Purchaser shall execute and deliver a Consulting Agreement with Timothy
      Bordonaro for a period of 90 days, commencing on March 14, 2007. Purchaser
      shall
      pay a consulting fee of $150,000 and 25,000 shares of Purchaser’s restricted
      common stock for Mr. Bordonaro’s consulting services. The Consulting Agreement
      shall be substantially in the form as set forth on Exhibit D, and Seller and
      John Pirample shall assist Purchaser (or its designee) with the execution and
      delivery of such Consulting Agreement. 

     

    12.6 Shares.
      After
      the Closing, Purchaser shall deliver a share certificate to the Seller for
      the
      Shares. 

     

    ARTICLE
      XIII

     

    INDEMNIFICATION

     

    13.1 Indemnification
      by Seller.
      Seller
      shall indemnify, defend and hold harmless (i) Purchaser, (ii) each of
      Purchaser’s Affiliates, assigns and successors in interest to Seller’s Assets,
      and (iii) each of their respective shareholders, directors, officers,
      managers, employees, agents, attorneys and representatives, from and against
      any
      and all Losses which may be incurred or suffered by any such party and which
      may
      arise out of or result from:

     

    (a) provided
      Purchaser’s claim therefore is instituted by written notice within the time
      period specified in Section 13.5, any breach of any representation,
      warranty, covenant or agreement of Seller contained in this Agreement or in
      any
      other Seller Document including, without limitation, any attempt (whether or
      not
      successful) by any Person to cause or require Purchaser to pay, perform or
      discharge any debt, liability or commitment the existence of which constitutes
      a
      breach of any such representation, warranty, covenant or agreement;

     

    (b) any
      litigation, arbitration, governmental investigation, suit, action or other
      proceeding arising prior to the Closing Date, and any liability of Seller
      arising prior to the Closing Date;

     

    (c) any
      Tax
      Liability of Seller;

     

    (d) breach
      of
      any of the representations or warranties by Seller under Article VI of this
      Agreement;

     

    (e) any
      and
      all actions, suits, proceedings, claims, demands, judgments, costs and expenses,
      including, without limitation, legal fees and expenses, incurred in enforcing
      this indemnity.

     

    13.2 Indemnification
      by Purchaser.
      Provided Seller’s claim therefore is instituted by written notice within the
      time period specified in Section 13.6, Purchaser shall indemnify, defend
      and hold harmless Seller from and against any Losses arising out of or due
      to a
      breach of any representation, warranty, covenant or agreement of Purchaser
      contained in this Agreement or in any Purchaser Document,
      and
      from any and all actions, suits, proceedings, claims, demands, judgments, costs
      and expenses, including, without limitation, legal fees and expenses, incurred
      in enforcing this indemnity.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    13.3 Notice
      to Indemnifying Party.
      Any
      party (the “Indemnified
      Party”)
      seeking indemnification pursuant to Sections 13.1 or 13.2, or pursuant to
      any other indemnification covenant contained in this Agreement, shall promptly
      give the party from whom such indemnification is sought (the “Indemnifying
      Party”)
      written notice of the matter with respect to which such indemnification is
      sought, which notice shall specify in reasonable detail, if known, the amount
      or
      an estimate of the amount of the liability arising therefrom and the basis
      of
      the claim. Such notice shall be a condition precedent to any liability of the
      Indemnifying Party for indemnification hereunder, but the failure of the
      Indemnified Party to give prompt notice of a claim shall not adversely affect
      the Indemnified Party’s right to indemnification hereunder unless the defense of
      that claim is materially prejudiced by such failure.

     

    13.4 Third
      Party Claims.

     

    (a) Defense
      by Indemnifying Party.
      In
      connection with any claim giving rise to indemnity hereunder resulting from
      or
      arising out of any claim or legal proceeding by a Person who is not a party
      to
      this Agreement (a “Third
      Party Claim”),
      the
      Indemnifying Party at its sole cost and expense may, upon written notice to
      the
      Indemnified Party, assume the defense of any such Third Party Claim (i) if
      it acknowledges to the Indemnified Party in writing its obligations to indemnify
      the Indemnified Party with respect to all elements of such Third Party Claim
      (subject to any limitations on such liability contained in this Agreement)
      and
      (ii) if it provides assurances, reasonably satisfactory to the Indemnified
      Party, that it will be financially able to satisfy such Third Party Claim in
      full if the same is decided adversely. If the Indemnifying Party assumes the
      defense of any Third Party Claim, it may use counsel of its choice to prosecute
      such defense, subject to the approval of such counsel by the Indemnified Party,
      which approval shall not be unreasonably withheld or delayed. The Indemnified
      Party shall be entitled to participate in (but not control) the defense of
      any
      such Third Party Claim, with its counsel and at its own expense. If the
      Indemnifying Party assumes the defense of any such Third Party Claim, the
      Indemnifying Party shall take all steps necessary to pursue the resolution
      thereof in a prompt and diligent manner. In the event that the Indemnifying
      Party exercises the right to undertake any such defense against any such Third
      Party Claim as provided above, the Indemnified Party shall cooperate with the
      Indemnifying Party in such defense and make available to the Indemnifying Party
      all witnesses, pertinent records, materials and information in the Indemnified
      Party’s possession or under the Indemnified Party’s control relating thereto as
      are reasonably required by the Indemnifying Party without cost to the
      Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying
      Party in such defense and make available to the Indemnifying Party all
      witnesses, pertinent records, materials and information in the Indemnified
      Party’s possession or under the Indemnified Party’s control relating thereto as
      are reasonably required by the Indemnifying Party. The Indemnifying Party shall
      be entitled to consent to a settlement of, or the stipulation of any judgment
      arising from, any such Third Party Claim, with the consent of the Indemnified
      Party, which consent shall not be unreasonably withheld or delayed; provided,
      however, that no such consent shall be required from the Indemnified Party
      if
      (i) the Indemnifying Party pays or causes to be paid all Losses arising out
      of such settlement or judgment concurrently with the effectiveness thereof
      (as
      well as all other Losses theretofore incurred by the Indemnified Party which
      then remain unpaid or unreimbursed), (ii) in the case of a settlement, the
      settlement is conditioned upon a complete release by the claimant of the
      Indemnified Party and (iii) such settlement or judgment does not require
      the encumbrance of any asset of the Indemnified Party or impose any restriction
      upon its conduct of business.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

    (b) Defense
      by Indemnified Party.
      If the
      Indemnifying Party does not assume the defense of any such Third Party Claim,
      the Indemnified Party may defend against such Third Party Claim and settle
      or
      compromise the same, after giving notice thereof to the Indemnifying Party,
      on
      such terms as the Indemnified Party may deem appropriate, and the Indemnifying
      Party shall be entitled to participate in (but not control) such defense with
      its own counsel and at its own expense. The Indemnifying Party shall cooperate
      with the Indemnified Party in such defense and make available to the Indemnified
      Party, at the Indemnifying Party’s expense, all such witnesses, records,
      materials and information in the Indemnifying Party’s possession or under the
      Indemnifying Party’s control relating thereto as are reasonably required by the
      Indemnified Party. If the Indemnifying Party thereafter seeks to question the
      manner in which the Indemnified Party defended such Third Party Claim or the
      amount or nature of any such settlement, the Indemnifying Party shall have
      the
      burden to prove by a preponderance of the evidence that the Indemnified Party
      did not defend or settle such third-party claim in a reasonably prudent manner.
      The Indemnified Party shall not settle or compromise any Third Party Claim
      for
      which it is entitled to indemnification hereunder, unless suit shall have been
      instituted against it and the Indemnifying Party shall not have assumed the
      defense of such suit after notification as provided in
      Section 13.3.

     

    13.5 Survival
      of Representations and Covenants of Seller.
      With
      the sole exception of those covenants which are to be performed by Seller after
      the Closing (which shall survive until a claim thereon is barred by the
      applicable statute of limitations (including extensions and waivers thereof)),
      each representation, warranty, covenant and agreement of Seller contained herein
      shall survive the execution and delivery of this Agreement and the Closing
      for a
      period of one year and shall thereafter terminate and expire on the first
      anniversary of the Closing Date, unless, on or before such date, Purchaser
      has
      delivered to Seller a written notice of a claim with respect to such
      representation, warranty, covenant or agreement.

     

    13.6 Survival
      of Representations and Covenants of Purchaser.
      With
      the sole exception of those covenants which are to be performed by Purchaser
      after the Closing (which shall survive until a claim thereon is barred by the
      applicable statute of limitations), each representation, warranty, covenant
      and
      agreement of Purchaser contained herein shall survive the execution and delivery
      of this Agreement and the Closing for a period of one year and shall thereafter
      terminate and expire on the first anniversary of the Closing Date, unless,
      on or
      before such date, Seller has delivered to Purchaser a written notice of a claim
      with respect to such representation, warranty, covenant or
      agreement.

     

    13.7 Limitations.
      In no
      event shall the indemnification obligations of Seller exceed the fair market
      value of the Shares at the time of the claim. In addition, those obligations
      shall be subject to reduction for any payments received by an Indemnified Party
      from any insurer or other third party or the amount of any tax benefits to
      an
      Indemnified Party.

     

    ARTICLE
      XIV

     

    TERMINATION;
      REMEDIES

     

    14.1 Termination
      Upon Default.
      Either
      party may terminate this Agreement by giving notice to the other on or prior
      to
      the Closing Date, without prejudice to any rights or obligations it may have,
      if
      (i) after written notice of the default and the passage of (A) ten
      (10) Days, in the case of a default which is by its nature incapable of being
      cured, or (B) thirty (30) Days, or such shorter period as may end upon the
      scheduled Closing Date, in the case of a default which by its nature is capable
      of being cured, the other party has failed in the due and timely performance
      of
      any of its covenants or agreements herein contained or there shall have been
      a
      breach of the other’s warranties or representations herein contained, and
      (ii) such failure or breach could reasonably be expected to give the
      non-defaulting party grounds not to close pursuant to ARTICLE X or ARTICLE
      XI,
      as the case may be. In any such event the party who is not guilty of the breach
      may, in addition to all of its other rights and remedies, recover all Losses
      incurred by it from the party responsible for the breach.

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

    14.2 Attorneys’
      Fees.
      If
      Seller or Purchaser shall bring an action against the other by reason of any
      alleged breach of any covenant, provision or condition hereof, or otherwise
      arising out of this Agreement, the unsuccessful party shall pay to the
      prevailing party all attorneys’ fees and costs actually incurred by the
      prevailing party, in addition to any other relief to which it may be entitled.
      As used in this Section 14.2 and elsewhere in this Agreement, “actual
      attorneys’ fees” or “attorneys’ fees actually incurred” means the full and
      actual cost of any legal services actually performed in connection with the
      matter for which such fees are sought calculated on the basis of the usual
      fees
      charged by the attorneys performing such services, and shall not be limited
      to
“reasonable attorneys’ fees” as that term may be defined in statutory or
      decisional authority.

     

    ARTICLE
      XV

     

    EXPENSES;
      CONFIDENTIALITY

     

    15.1 Expenses
      of Sale.
      Each
      party shall bear its own direct and indirect expenses incurred in connection
      with the negotiation and preparation of this Agreement and the consummation
      and
      performance of the transactions contemplated herein and therein.

     

    15.2 Confidentiality.
      Subject
      to any obligation to comply with (i) any Law (ii) any rule or
      regulation of any Authority or securities exchange or (iii) any subpoena or
      other legal process to make information available to the Persons entitled
      thereto, whether or not the transactions contemplated herein shall be concluded,
      all information obtained by any party about any other or any Affiliate of the
      other, and all of the terms and conditions of this Agreement, shall, until
      the
      Closing or termination of this Agreement, be kept in confidence by each party,
      and each party shall cause its shareholders, members, partners, directors,
      officers, managers, employees, agents and attorneys to hold such information
      confidential. Such confidentiality shall be maintained to the same degree as
      such party maintains its own confidential information and shall be maintained
      until such time, if any, as any such data or information either is, or becomes,
      published or a matter of public knowledge; provided, however, that the foregoing
      shall not apply to any information obtained by Purchaser through its own
      independent investigations of Seller or received by Purchaser from a source
      not
      known by Purchaser to be bound by a confidentiality agreement with, or other
      contractual, legal or fiduciary obligation of confidentiality to, Seller nor
      to
      any information obtained by Purchaser which is generally known to others engaged
      in the trade or business of Seller; and provided, further, that from and after
      the Closing, Purchaser shall be under no obligation to maintain confidential
      any
      such information concerning Seller. In the event either party becomes legally
      compelled to disclose any such information, it shall promptly provide the other
      with written notice of such requirement so that the other may seek a protective
      order or other remedy. If this Agreement shall be terminated for any reason,
      each party shall return or cause to be returned to the other all written data,
      information, files, records and copies of documents, worksheets and other
      materials obtained by such party in connection with this Agreement.


     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

    15.3 Publicity.
      Up to
      (and including) the Closing Date, no publicity release or announcement
      concerning this Agreement or the transactions contemplated herein shall be
      issued without advance written approval of the form and substance thereof by
      Purchaser and Seller; provided, however, that such restrictions shall not apply
      to any disclosure required by Authorities, Applicable Law or the rules of any
      securities exchange which may be applicable.

     

    ARTICLE
      XVI

     

    NOTICES

     

    16.1 Notices.
      All
      notices, requests and other communications hereunder shall be in writing and
      shall be delivered by courier or other means of personal service (including
      by
      means of a nationally recognized courier service or a professional messenger
      service), or sent by telex or telecopy, in all cases, addressed to:

     

    
      	 	
              Purchaser:

               

              Tix
                Corporation

              12001
                Ventura Place, Suite 340

              Studio
                City, California 91604

              Attention:
                Mitchell J. Francis

              Telecopy
                No: (818) 761-0172

            
	 	
              Seller:

               

              John’s
                Tickets, LLC

              5309
                Great Horizons Drive

              Las
                Vegas, Nevada 89149

              Attention:
                John Pirample

              Telecopy
                No: (702) 645-8926

            
	 	 


    

    


    All
      notices, requests and other communications shall be deemed given on the date
      of
      actual receipt or delivery as evidenced by written receipt, acknowledgement
      or
      other evidence of actual receipt or delivery to the address specified above.
      In
      case of service by telecopy, a copy of such notice shall be personally delivered
      or sent by registered or certified mail, in the manner set forth above, within
      three (3) business days thereafter. Either party hereto may from time to time
      by
      notice in writing served as set forth above designate a different address or
      a
      different or additional person to which all such notices or communications
      thereafter are to be given.

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

    ARTICLE
      XVII

     

    MISCELLANEOUS

     

    17.1 Further
      Assurances.
      Each of
      the parties shall use its reasonable and diligent best efforts to proceed
      promptly with the transactions contemplated herein, to fulfill the conditions
      precedent for such party’s benefit or to cause the same to be fulfilled and to
      execute such further documents and other papers and perform such further acts
      as
      may be reasonably required or desirable to carry out the provisions hereof
      and
      the transactions contemplated herein.

     

    17.2 Modifications
      and Amendments; Waivers and Consents.
      At any
      time prior to the Closing Date or termination of this Agreement, Purchaser,
      on
      the one hand, and Seller on the other hand, may, by written
      agreement:

     

    (a) extend
      the time for the performance of any of the obligations or other acts of the
      other party hereto;

     

    (b) waive
      any
      inaccuracies in the representations and warranties made by the other party
      contained in this Agreement or any other agreement or document delivered
      pursuant to this Agreement; and

     

    (c) waive
      compliance with any of the covenants or agreements of the other party contained
      in this Agreement. However, no such waiver shall operate as a waiver of, or
      estoppel with respect to, any subsequent or other failure. Whenever this
      Agreement requires or permits a waiver or consent by or on behalf of any party
      hereto, such waiver or consent shall be given in writing.

     

    17.3 Entire
      Agreement.
      This
      Agreement (including the exhibits hereto, Purchaser Documents and Seller
      Disclosure Schedules) and the agreements, documents and instruments to be
      executed and delivered pursuant hereto or referred to herein are intended to
      embody the final, complete and exclusive agreement among the parties with
      respect to the purchase of Seller’s Assets and related transactions; are
      intended to supersede all prior agreements, understandings and representations
      written or oral, with respect thereto; and may not be contradicted by evidence
      of any such prior or contemporaneous agreement, understanding or representation,
      whether written or oral.

     

    17.4 Governing
      Law and Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada applicable to contracts made and to be performed wholly within
      the State of Nevada, and without regard to conflicts of law principles. Any
      claim, suit, or action to interpret, with respect to any matter arising out
      of
      or relating to this Agreement shall be commenced only in the state or federal
      courts located in Las Vegas, Nevada, and each party hereby consents to the
      exclusive jurisdiction of the foregoing courts, and waives any objections to
      jurisdiction, venue or forum. The parties agree that they may be served with
      process by personal service and/or certified mail. 

     

    17.5 Binding
      Effect.
      This
      Agreement and the rights, covenants, conditions and obligations of the
      respective parties hereto and any instrument or agreement executed pursuant
      hereto shall be binding upon the parties and their respective successors,
      assigns and legal representatives. Neither this Agreement, nor any rights or
      obligations of any party hereunder, may be assigned by a party without the
      prior
      written consent of the other party; provided, however, that prior to or
      following the Closing, this Agreement and any rights and obligations of
      Purchaser hereunder, and under any Purchaser Documents may, without the prior
      written consent of Seller, be assigned and delegated by Purchaser to any Person
      affiliated with Purchaser or pledged or hypothecated to any lender(s) of
      Purchaser or any such Affiliate, and following the Closing, this Agreement
      and
      any rights and obligations of Purchaser hereunder and under any Purchaser
      Documents may also be assigned and delegated by Purchaser, without the prior
      written consent of Seller, to any successor-in-interest of Purchaser to Seller’s
      Assets or to a substantial portion thereof; provided, however, that no
      delegation by Purchaser of any such obligation shall relieve Purchaser of
      liability therefor or relieve Purchaser of the obligation to deliver the
      Purchase Price at the Closing.

     

    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    

    17.6 Counterparts.
      This
      Agreement may be executed simultaneously in any number of counterparts, each
      of
      which shall be deemed an original but all of which together shall constitute
      one
      and the same instrument. In making proof of this Agreement it shall not be
      necessary to produce or account for more than one counterpart.

     

    17.7 Section
      Headings.
      The
      section headings of this Agreement are for convenience of reference only and
      shall not be deemed to alter or affect any provision hereof.

     

    17.8 Severability.
      In the
      event that any provision or any part of any provision of this Agreement shall
      be
      void or unenforceable for any reason whatsoever, then such provision shall
      be
      stricken and of no force and effect. However, unless such stricken provision
      goes to the essence of the consideration bargained for by a party, the remaining
      provisions of this Agreement shall continue in full force and effect, and to
      the
      extent required, shall be modified to preserve their validity.

     

    17.9 No
      Third Party Rights.
      Nothing
      in this Agreement, whether express or implied, is intended to confer any rights
      or remedies under or by reason of this Agreement on any Persons other than
      the
      parties to it and their respective successors and assigns, nor is anything
      in
      this Agreement intended to relieve or discharge the obligation or liability
      of
      any third Persons to any party to this Agreement, nor shall any provision give
      any third Persons any right of subrogation or action over against any party
      to
      this Agreement.

     

    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      day and year first above written.

     

    
      	 	PURCHASER
	 	 	 
	 	Tix Corporation 
	 	 	 
	 	By:	/s/ Mitchell
              J.
              Francis 
	 	 	
              
                
Name: Mitchell
                J. Francis 

            
	 	 	Title:  
              Chief
              Executive Officer
	 	 	 
	 	 	 
	 	
              SELLER

              John’s Tickets, LLC, dba Any Event
                Tickets

            
	 	 	 
	 	By:	/s/ John
              Pirample 
	 	 	
              
                
Name:
                John Pirample

            
	 	 	Title:  
              Manager
	 	 	 
	 	 	 
	 	 	
              /s/
                John Pirample

            
	 	 	
              
                
John
                Pirample

            
	 	 	 


    

    


    Solely
      with respect to the provisions set forth in Section 2.1
      of this
      Agreement, Timothy Bordonaro has executed this Agreement as of the date first
      set forth above.

     

    
      	 	 	 
	 	 	/s/ Timothy
              Bordonaro
	 	
              
Timothy
              Bordonaro


    

    


    
      
         

      

      
        -20-

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    SELLER’S
      ASSETS

     

    See
      attached list of all assets of John’s Tickets, LLC, dba Any Event Tickets, which
      is incorporated herein by this reference.

    


    


    


    


    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

    EXHIBIT
      B

    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (this “Agreement”)
      is
      entered into as of March 14, 2007 by and between TIX CORPORATION, a Delaware
      corporation, with its principal office at 12001 Ventura Place, Suite 340, Studio
      City, California 91604 (the “Company”),
      and
      John Pirample (“Employee,”
and
      collectively with the Company, the “Parties”),
      with
      reference to the following facts:

     

    WHEREAS,
      the Company desires to employ the Employee, and Employee desires to be employed
      by Company pursuant to the terms hereof;

     

    WHEREAS,
      Employee desires to commit to an agreement with the Company to serve as the
      Premium Ticket Manager; and

     

    NOW,
      THEREFORE, the Company and Employee desire to set forth in this Agreement the
      terms and conditions of the Employee’s employment with the Company. 

     

    ARTICLE
      I

     

    EMPLOYMENT;
      TERM; DUTIES

     

    1.1 Employment.
      Upon
      the terms and conditions hereinafter set forth, the Company employs Employee,
      and Employee hereby accepts employment, as Premium Ticket Manager (“Manager”).
      

     

    1.2 Duties.
      Employee shall perform such duties for the Company as listed in the attached
      Exhibit A, and other duties that may be assigned to him from time to time by
      the
      Chief Executive Officer (the “CEO”).
      Employee shall report directly to the CEO and Chief Operating Officer
      (“COO”).
      

     

    1.3 Exclusive
      Employment.
      Employee
      agrees to devote all of Employee’s business time, energy and efforts to the
      business of the Company and will use Employee’s best efforts and abilities
      faithfully and diligently to promote the Company’s business interests. For so
      long as Employee is employed by the Company, or for so long as Employee is
      receiving severance under Section 4.3.1 of this Agreement, Employee shall
      not, directly or indirectly, either as an employee, employer, consultant, agent,
      investor, principal, partner, stockholder (except as the holder of less than
      1%
      of the issued and outstanding stock of a publicly held corporation), corporate
      officer or director, or in any other individual or representative capacity,
      engage or participate in any business that is in competition in any manner
      whatsoever with the business of the Company Group, as such businesses are now
      or
      hereafter conducted. Subject to the foregoing prohibition and provided such
      services or investments do not violate any applicable law, regulation or order,
      or interfere in any way with the faithful and diligent performance by Employee
      of the services to the Company otherwise required or contemplated by this
      Agreement, the Company expressly acknowledges that Employee may:

     

    1.3.1 make
      and
      manage personal business investments of Employee’s choice without consulting the
      Board; and

     

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    

    1.3.2 serve
      in
      any capacity with any non-profit civic, educational or charitable organization
      without consulting with the Board or Chief Executive Officer.

     

    1.4 Covenants
      of Employee.

     

    1.4.1 Reports.
      The
      Employee shall use his best efforts and skills to truthfully, accurately, and
      promptly make, maintain, and preserve all records and reports that the Company
      may, from time to time, request or require, fully account for all money,
      records, equipment, materials, or other property belonging to the Company of
      which he may have custody, and promptly pay and deliver the same whenever he
      may
      be directed to do so by the Chief Executive Officer.

     

    1.4.2 Rules
      and Regulations.
      The
      Employee shall obey all rules, regulations and special instructions of the
      Company and all other rules, regulations, guides, handbooks, procedures,
      policies and special instructions applicable to the Company’s business in
      connection with his duties hereunder and shall endeavor to improve his ability
      and knowledge of the Company’s business in an effort to increase the value of
      his services for the mutual benefit of the Company and the
      Employee.

     

    1.4.3 Opportunities.
      The
      Employee shall make all business opportunities of which he becomes aware that
      are relevant to the Company’s business available to the Company, and to no other
      person or entity or to himself individually.

     

    ARTICLE
      II

     

    COMPENSATION

     

    2.1 Base
      Salary.
      During
      the period commencing the date hereof and ending upon the termination of
      Employee’s employment (the “Term”),
      for
      all services rendered by Employee hereunder and all covenants and conditions
      undertaken by both Parties pursuant to this Agreement, the Company shall pay,
      and Employee shall accept, as compensation, an annual base salary (“Base
      Salary”)
      of
      $80,000. This Base Salary shall be payable in accordance with the normal payroll
      practices of the Company. 

     

    2.2 Incentive
      Compensation.
      For the
      period between March 1 and February 28 of any calendar year, beginning in 2007
      (however for the 2007 calendar year, such period shall commence on March 14)
      Employee shall receive 10% of EBITDA relating to the sale of Premium Tickets.
      Premium Tickets shall mean tickets that are sold above face value.
      Notwithstanding the foregoing, Employee shall not receive any more than $200,000
      on a cumulative basis, pursuant to this Section 2.2.

     

    2.3 Performance
      and Salary Review.
      Employee’s performance will be reviewed on no less than an annual basis. The
      Board may, but shall not be obligated to increase Employee’s Base Salary from
      time to time. 

     

    2.4 Withholding.
      The
      Company may deduct from any compensation payable to Employee (including payments
      made pursuant to Section 2 of this Agreement in connection with or following
      termination of employment) amounts sufficient to cover Employee’s share of
      applicable federal, state and/or local income tax withholding, old-age and
      survivors’ and other social security payments, state disability and other
      insurance premiums and payments.

     

    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    

    ARTICLE
      III

     

    BENEFITS/BUSINESS
      EXPENSES

     

    3.1 Benefits.
      During
      the Term, Employee shall be entitled to participate in such life, health,
      accident, disability and hospitalization insurance plans, pension plans and
      retirement plans as the Company makes available to the employees of the Company
      as a group.

     

    3.2 Business
      Expenses.
      Employee will be reimbursed for all reasonable, out-of-pocket business expenses
      incurred in the performance of his/her duties on behalf of the Company
      consistent with the Company’s policies and procedures, including prior approval
      requirements and submission of appropriate supporting
      documentation.

     

    ARTICLE
      IV

     

    TERMINATION
      OF EMPLOYMENT

     

    4.1 Term
      of Employment.

     

    Employee’s
      employment pursuant to this Agreement shall terminate on the earliest to occur
      of the following:

     

    4.1.1 February
      28, 2010;

     

    4.1.2 upon
      the
      death of Employee;

     

    4.1.3 upon
      the
      delivery to Employee of written notice of termination by the Company if Employee
      shall suffer a physical or mental disability which renders Employee, in the
      reasonable judgment of the Board, unable to perform his duties and obligations
      under this Agreement for either 90 consecutive days or 180 days in any 12-month
      period;

     

    4.1.4 upon
      delivery to Employee of written notice of termination by the Company For
      Cause;
      or

     

    4.1.5 upon
      delivery of written notice from Employee to the Company for Good
      Reason.

     

    4.2 Certain
      Definitions.
      For
      purposes of this Agreement, the following terms shall have the following
      meanings:

     

    4.2.1 “For
      Cause”
shall
      mean, in the context of a basis for termination of Employee’s employment with
      the Company, that:

     

    
      
         

      

      
        B-3

        
          

        

      

      
         

      

    

    (a) Employee
      materially breaches any obligation, duty or agreement under this Agreement,
      which breach is not cured or corrected within 30 days of written notice
      thereof from the Company (except for breaches of Sections 1.3 and 5 of this
      Agreement, which cannot be cured and for which the Company need not give any
      opportunity to cure); or

     

    (b) Employee
      commits any act of misappropriation of funds or embezzlement; or

     

    (c) Employee
      commits any act of fraud; or

     

    (d) Employee
      is convicted of, or pleads guilty or nolo
      contendere
      with
      respect to, theft, fraud, a crime involving moral turpitude, or a felony under
      federal or applicable state law.

     

    It
      is
      understood that, in the context of termination For Cause under Section 4.2.1
      of
      this Agreement, the failure of Employee to perform assignments and other
      responsibilities on a timely basis or on a basis satisfactory to the CEO or
      Board shall not, in and of itself, constitute breach of this Agreement; to
      constitute a basis of termination For Cause, such failure must be due to the
      willful disregard or habitual neglect by Employee of his duties and
      responsibilities under this Agreement. Further, the inadvertent and
      unintentional violations of rules,
      regulations, guides, handbooks, procedures, policies of the Company shall not
      be
      the basis of termination For Cause. 

     

    4.2.2 “Good
      Reason”
shall
      mean, in the context of a basis for termination by Employee of his employment
      with the Company (a) without Employee’s consent, his position or duties are
      modified by the Company to such an extent that his duties are no longer
      consistent with the position of President of the Company, or (b) there has
      been
      a material breach by the Company of a material term of this Agreement which
      continues uncured following 14 days after written notice by Employee to the
      Company of such breach. 

     

    4.3 Effect
      of Termination.
      

     

    4.3.1 If
      Employee’s employment is terminated
      for any
      reason, Employee shall be entitled to: 

     

    (a) accrued
      and unpaid Base Salary through the date of termination;

     

    (b) all
      benefits payable under applicable employee benefit plans in accordance with
      the
      terms of such plans;

     

    (c) accrued
      but unused vacation paid out in accordance with legal requirements

     

    (d) reimbursement
      for expenses incurred prior to the date of termination in accordance Section
      3.2
      of this Agreement. 

     

    4.3.2 Employee
      acknowledges that in the event of termination of his employment for any reason,
      Employee shall not be entitled to any severance or other compensation from
      the
      Company. Without limitation on the generality of the foregoing, this Section
      supersedes any plan or policy of the Company that provides for severance to
      its
      officers or employees, and Employee shall not be entitled to any benefits under
      any such plan or policy.

     

    
      
         

      

      
        B-4

        
          

        

      

      
         

      

    

    4.3.3 Employee
      shall have no obligation to offset any payments he receives from the Company
      following the termination of his employment by any payments he receives from
      his
      subsequent employer, except that any payments Employee receives under the
      employee benefit plans or programs of a subsequent employer shall offset any
      payments he receives from comparable employment benefit plan or program of
      the
      Company.

     

    ARTICLE
      V

     

    INVENTIONS;
      CONFIDENTIAL/TRADE SECRET INFORMATION; NON-DISCLOSURE; UNFAIR COMPETITION;
      CONFLICT OF INTEREST

     

    5.1 Inventions.
      All
      processes, technologies and inventions relating to the business of the Company
      (collectively, “Inventions”),
      including new contributions, improvements, ideas, discoveries, trademarks and
      trade names, conceived, developed, invented, made or found by the Employee,
      alone or with others, during his employment by the Company, whether or not
      patentable and whether or not conceived, developed, invented, made or found
      on
      the Company’s time or with the use of the Company’s facilities or materials,
      shall be the property of the Company and shall be promptly and fully disclosed
      by Employee to the Company. The Employee shall perform all necessary acts
      (including, without limitation, executing and delivering any confirmatory
      assignments, documents or instruments requested by the Company) to assign or
      otherwise to vest title to any such Inventions in the Company and to enable
      the
      Company, at its expense, to secure and maintain domestic and/or foreign patents
      or any other rights for such Inventions. This Agreement and this subsection
      does
      not apply to an Invention which qualifies fully as a nonassignable Invention
      under Section 2870 of the California Labor Code.

     

    5.2 Confidential/Trade
      Secret Information/Non-Disclosure.

     

    5.2.1 Confidential/Trade
      Secret Information Defined.
      During
      the course of Employee’s employment, Employee will have access to various
      confidential/trade secret information of the Company. “Confidential/trade
      secret information”
is
      information that is not generally known to the public and, as a result, is
      of
      economic benefit to the Company in the conduct of its business. Employee and
      the
      Company agree that the term “confidential/trade secret” includes but is not
      limited to all information developed or obtained by the Company, including
      its
      affiliates, and predecessors, and comprising the following items, whether or
      not
      such items have been reduced to tangible form (e.g., physical writing, computer
      hard drive, disk, tape, etc.): all methods, techniques, processes, ideas,
      research and development, product designs, engineering designs, plans, models,
      production plans, business plans, add-on features, trade names, service marks,
      slogans, forms, pricing structures, menus, business forms, marketing programs
      and plans, layouts and designs, financial structures, operational methods and
      tactics, cost information, the identity of and/or contractual arrangements
      with
      suppliers and/or vendors, accounting procedures, and any document, record or
      other information of the Company relating to the above. Confidential/trade
      secret information includes not only information directly belonging to the
      Company which existed before the date of this Agreement, but also information
      developed by Employee for the Company, including its affiliates and its
      predecessors and/or their employees during the term of Employee’s employment
      with the Company. It does not include any information which (a) was in the
      lawful and unrestricted possession of Employee prior to its disclosure to
      Employee by the Company or its affiliates or predecessors, (b) is or becomes
      generally available to the public by lawful acts other than those of Employee
      after receiving it, or (c) has been received lawfully and in good faith by
      Employee from a third party who is not and has never been an employee of the
      Company or its affiliates or predecessors and who did not derive it from the
      Company or its affiliates or predecessors.

     

    
      
         

      

      
        B-5

        
          

        

      

      
         

      

    

    5.2.2 Restriction
      on Use of Confidential/Trade Secret Information.
      Employee agrees that his use of confidential/trade secret information is subject
      to the following restrictions for an indefinite period of time so long as the
      confidential/trade secret information has not become generally known to the
      public:

     

    (a) Non-Disclosure.
      Employee agrees that he will not publish or disclose, or allow to be published
      or disclosed, confidential/trade secret information to any person without the
      prior written authorization of the Company unless pursuant to Employee’s job
      duties to the Company under this Agreement.

     

    (b) Non-Removal/Surrender.
      Employee agrees that he will not remove any confidential/trade secret
      information from the offices of the Company or the premises of any facility
      in
      which the Company is performing services, except pursuant to his/her duties
      under this Agreement. Employee further agrees that he shall surrender to the
      Company all documents and materials in his possession or control which contain
      confidential/trade secret information and which are the property of the Company
      upon the termination of this Agreement, and that he shall not thereafter retain
      any copies of any such materials.

     

    5.2.3 Non-Solicitation
      of Customers/Prohibition Against Unfair Competition.
      Employee agrees that at no time after his employment with the Company will
      he
      engage in competition with the Company while making any use of the Company’s
      confidential/trade secret information. Employee agrees that, for a period during
      which the payments described in Section 4.2 are provided, he will not directly
      or indirectly accept or solicit, whether as an employee, independent contractor
      or in any other capacity, the business of any customer of the Company with
      whom
      Employee worked or otherwise had access to the Company’s confidential/trade
      secret information pertaining to its business with that customer during the
      last
      year of his employment with the Company.

     

    5.3 Conflict
      of Interest.
      During
      Employee’s employment with the Company, Employee must not engage in any work,
      paid or unpaid, that creates an actual conflict of interest with the Company.
      

     

    5.4 Non-Solicitation
      During Employment.
      Employee shall not during his employment inappropriately interfere with the
      Company’s business relationship with its customers or suppliers or solicit any
      of the employees of the Company to leave the employ of the Company.

     

    
      
         

      

      
        B-6

        
          

        

      

      
         

      

    

    5.5 Non-Solicitation
      of Employees.
      Employee agrees that, for one year following the termination of his employment,
      he shall not, directly or indirectly, ask or encourage any of the Company’s
      employees to leave their employment with the Company or solicit any of the
      Company’s employees for employment.

     

    5.6 Breach
      of Provisions.
      If the
      Employee breaches any of the provisions of this Section 5, or in the event
      that
      any such breach is threatened by the Employee, in addition to and without
      limiting or waiving any other remedies available to the Company at law or in
      equity, the Company shall be entitled to immediate injunctive relief in any
      court, domestic or foreign, having the capacity to grant such relief, to
      restrain any such breach or threatened breach and to enforce the provisions
      of
      this Section 5. 

     

    5.7 Reasonable
      Restrictions.
      The
      parties acknowledge that the foregoing restrictions, as well as the duration
      and
      the territorial scope thereof as set forth in this Section 5, are under all
      of
      the circumstances reasonable and necessary for the protection of the Company
      and
      its business.

     

    5.8 Definition.
      For
      purposes of this section 5, the term “Company”
shall
      be deemed to include any parent, subsidiary or affiliate of the
      Company.

     

    ARTICLE
      VI

     

    MISCELLANEOUS

     

    6.1 Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective legal representatives, heirs, distributees, successors and
      assigns. Employee may not assign any of his rights and obligations under this
      Agreement. The Company may assign its rights and obligations under this
      Agreement to any successor entity. 

     

    6.2 Notices.
      Any
      notice provided for herein shall be in writing and shall be deemed to have
      been
      given or made (a) when personally delivered or (b) when sent by telecopier
      and
      confirmed within 48 hours by letter mailed or delivered to the party to be
      notified at its or his/hers address set forth herein; or three days after being
      sent by registered or certified mail, return receipt requested, (or by
      equivalent currier with delivery documentation such as FEDEX or UPS) to the
      address of the other party set forth or to such other address as may be
      specified by notice given in accordance with this section 6.2:

     

    
      	
              If
                to the Company:

            	 	
              Tix
                Corporation

              12001
                Ventura Place, Suite 340

              Studio
                City, California 91604

              Telephone: (818)
                761-1002

              Facsimile: (818)
                761-1072

              Attention: Mitchell
                J. Francis

            
	 	 	 
	
              If
                to Employee:

            	 	
              John
                Pirample

              5309
                Great Horizon Drive

              Las
                Vegas, Nevada 89149

              Telephone: (702)
                321-1761

            


    

     

    
      
         

      

      
        B-7

        
          

        

      

      
         

      

    

    6.3 Severability.
      If any
      provision of this Agreement, or portion thereof, shall be held invalid or
      unenforceable by a court of competent jurisdiction, such invalidity or
      unenforceability shall attach only to such provision or portion thereof, and
      shall not in any manner affect or render invalid or unenforceable any other
      provision of this Agreement or portion thereof, and this Agreement shall be
      carried out as if any such invalid or unenforceable provision or portion thereof
      were not contained herein. In addition, any such invalid or unenforceable
      provision or portion thereof shall be deemed, without further action on the
      part
      of the parties hereto, modified, amended or limited to the extent necessary
      to
      render the same valid and enforceable.

     

    6.4 Waiver.
      No
      waiver by a party hereto of a breach or default hereunder by the other party
      shall be considered valid, unless expressed in a writing signed by such first
      party, and no such waiver shall be deemed a waiver of any subsequent breach
      or
      default of the same or any other nature.

     

    6.5 Entire
      Agreement.
      This
      Agreement sets forth the entire agreement between the Parties with respect
      to
      the subject matter hereof, and supersedes any and all prior agreements between
      the Company and Employee, whether written or oral, relating to any or all
      matters covered by and contained or otherwise dealt with in this Agreement.
      This
      Agreement does not constitute a commitment of the Company with regard to
      Employee’s employment, express or implied, other than to the extent expressly
      provided for herein.

     

    6.6 Amendment.
      No
      modification, change or amendment of this Agreement or any of its provisions
      shall be valid, unless in writing and signed by the party against whom such
      claimed modification, change or amendment is sought to be enforced.

     

    6.7 Authority.
      The
      Parties each represent and warrant that it/he has the power, authority and
      right
      to enter into this Agreement and to carry out and perform the terms, covenants
      and conditions hereof.

     

    6.8 Attorneys’
      Fees.
      If
      either party hereto commences an arbitration or other action against the other
      party to enforce any of the terms hereof or because of the breach by such other
      party of any of the terms hereof, the prevailing party shall be entitled, in
      addition to any other relief granted, to all actual out-of-pocket costs and
      expenses incurred by such prevailing party in connection with such action,
      including, without limitation, all reasonable attorneys’ fees, and a right to
      such costs and expenses shall be deemed to have accrued upon the commencement
      of
      such action and shall be enforceable whether or not such action is prosecuted
      to
      judgment.

     

    6.9 Titles.
      The
      titles of the sections of this Agreement are inserted merely for convenience
      and
      ease of reference and shall not affect or modify the meaning of any of the
      terms, covenants or conditions of this Agreement.

     

    6.10 Applicable
      Law; Choice of Forum.
      Any
      proceeding between the parties arising out of or relating to this Agreement
      shall be brought in the appropriate forum in Las Vegas, Nevada. This Agreement,
      and all of the rights and obligations of the parties in connection with the
      employment relationship established hereby, shall be governed by and construed
      in accordance with the substantive laws of the State of Nevada without giving
      effect to principles relating to conflicts of law.

     

    
      
         

      

      
        B-8

        
          

        

      

      
         

      

    

    6.11 Arbitration.

     

    6.11.1 Scope.
      To the
      fullest extent permitted by law, Employee and the Company agree to the binding
      arbitration of any and all controversies, claims or disputes between them
      arising out of or in any way related to this Agreement, the employment
      relationship between the Company and Employee and any disputes upon termination
      of employment, including but not limited to breach of contract, tort,
      discrimination, harassment, wrongful termination, demotion, discipline, failure
      to accommodate, family and medical leave, compensation or benefits claims,
      constitutional claims; and any claims for violation of any local, state or
      federal law, statute, regulation or ordinance or common law. For the purpose
      of
      this agreement to arbitrate, references to “Company” include all parent,
      subsidiary or related entities and their employees, supervisors, officers,
      directors, agents, pension or benefit plans, pension or benefit plan sponsors,
      fiduciaries, administrators, affiliates and all successors and assigns of any
      of
      them, and this agreement to arbitrate shall apply to them to the extent
      Employee’s claims arise out of or relate to their actions on behalf of the
      Company.

     

    6.11.2 Arbitration
      Procedure.
      To
      commence any such arbitration proceeding, the party commencing the arbitration
      must provide the other party with written notice of any and all claims forming
      the basis of such right in sufficient detail to inform the other party of the
      substance of such claims. In no event shall this notice for arbitration be
      made
      after the date when institution of legal or equitable proceedings based on
      such
      claims would be barred by the applicable statute of limitations. The arbitration
      will be conducted in Las Vegas, Nevada, by a single neutral arbitrator and
      in
      accordance with the then-current rules for resolution of employment disputes
      of
      the American Arbitration Association (“AAA”).
      The
      Arbitrator is to be selected by the mutual agreement of the Parties. If the
      Parties cannot agree, the Superior Court will select the arbitrator. The parties
      are entitled to representation by an attorney or other representative of their
      choosing. The arbitrator shall have the power to enter any award that could
      be
      entered by a judge of the trial court of the State of Nevada, and only such
      power, and shall follow the law. The award shall be binding and the Parties
      agree to abide by and perform any award rendered by the arbitrator. The
      arbitrator shall issue the award in writing and therein state the essential
      findings and conclusions on which the award is based. Judgment on the award
      may
      be entered in any court having jurisdiction thereof. The Company shall bear
      the
      costs of the arbitration filing and hearing fees and the cost of the
      arbitrator.

     

    6.12 This
      Agreement shall not be terminated by any voluntary or involuntary dissolution
      of
      the Company resulting from either a merger or consolidation in which the Company
      is not the consolidated or surviving corporation, or a transfer of all or
      substantially all of the assets of the Company. In the event of any such merger
      or consolidation or transfer of assets, Employee’s rights, benefits and
      obligations hereunder shall be assigned to the surviving or resulting
      corporation or the transferee of the Company’s assets.

     

    
      
         

      

      
        B-9

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    


    
      	 	
              TIX
                CORPORATION,

              a
                Delaware corporation

            
	 	 	 
	 	 	 
	 	By:	/s/ Mitchell
              J.
              Francis 
	 	 	
              
                
Name:
                Mitchell J. Francis

            
	 	 	
              Title:  
                Chief Executive Officer

            
	 	 	 
	 	 	 
	 	 	/s/ John
              Pirample 
	 	 	
              
                
John
                Pirample

            


    

    


    
      
         

      

      
        B-10

        
          

        

      

      
         

      

    


    Exhibit
      A to Employment Agreement

     

    Duties
      of Premium Ticket Manager of Tix Corporation

     

    


    


    


    Responsibilities
      shall include the day-to-day operations and management of the Company’s premium
      ticket broker business division, including direction of staff members of the
      Company’s premium ticket brokerage division and assistance with any other
      business operations as required by either the CEO or COO of the Company.


     

     

     

     

     

    

 

    
      
         

      

      
        B-11

        
          

        

      

      
         

      

    

    EXHIBIT
      C

    DOMAIN
      NAMES ASSIGNMENT

     

    This
      Agreement is made and entered into as of March 14, 2007, by and between John’s
      Tickets, LLC, an Ohio limited liability company dba Any Event Tickets, John
      Pirample and Timothy Bordonaro, former President of Any Event (collectively,
      “Seller”),
      on
      the one hand, and Tix Corporation, a Delaware corporation (the “Purchaser”),
      on
      the other hand, with regard to the registered domain name anyevent.com and
      all
      other domain names set forth in Exhibit
      A
      to the
      Asset Purchase Agreement, dated as of March 14, 2007 (the “Domain
      Names”).
      

     

    1. Assignment
      of Domain Names/Conveyance of All Rights:
      For
      good and valuable consideration, receipt and sufficiency of which is
      acknowledged, Seller hereby grants, assigns, and quitclaims to Purchaser all
      of
      its right, title, and interest in and to the Domain Names to the fullest extent
      possible, and Seller agrees that all of its right, title, and interest in and
      to
      the Domain Names shall be the sole and exclusive property of Purchaser to be
      used in any manner at Purchaser’s sole and absolute discretion. Seller will
      cease to maintain Internet sites under the Domain Names effective
      immediately.

     

    2. Representations
      and Warranties:
      Seller
      hereby represents, warrants and covenants that: (i) Seller has registered the
      Domain Name anyevent.com and used it on the Internet; (ii) Seller has not sold,
      transferred, or assigned any or all of its rights in and to the Domain
      Names or
      the
      Marks (as that term is defined in the Agreement to which this Domain Names
      Assignment is an exhibit); (iii) Seller has good and valid title to, and is
      the
      sole and exclusive owner of, the Domain Names, free and clear of any liens,
      mortgages or other encumbrances; (iv) Seller is the registered owner of the
      Domain Names on the WHOIS database; (v) Seller has a currently valid
      registration of the Domain Name of the domain name anyevent.com with the
      Registrar (GoDaddy.com, Inc. at www.godaddy.com), and has a valid registration
      of all Domain Names with GoDaddy.com or another Registrar; (vi) to the best
      of
      Seller’s knowledge, any intellectual property that Seller provides to Purchaser,
      including the Domain Names and the Marks, shall be free and clear of third
      party
      claims and will not, in any way, infringe upon or violate any trademark or
      any
      copyright or any rights of privacy or publicity, common law rights, or any
      other
      rights of any third party or constitute a libel or slander against any person,
      firm or corporation; (vii) to the best of Seller’s knowledge, the Domain Names
      do not infringe the trademark, trade name, service mark or related rights of
      any
      third party; (viii) Seller has received no notice, and Seller has no knowledge,
      of any pending or threatened claims or litigation by any third party relating
      to
      the use, registration, or ownership of the Domain Names; (ix) the registration
      and renewal fees charged by the Registrars for the Domain Names are paid at
      least through the effective date of this Agreement, and there are no other
      amounts due and owing to any third party, including, without limitation, the
      Registrar, with respect to the Domain Names through March 14, 2008; (x) Seller
      does not represent or warrant that it has any trademark rights in the Marks;
      (xi) to Seller’s knowledge, there are no other circumstances that would
      interfere with, prohibit or restrict in any way Purchaser’s use of the Domain
      Name and/or the consummation of the transaction contemplated by this Agreement;
      and (x) Seller has no other Domain Names, marks, trademarks, service marks
      or
      trade names used in connection with Any Event Tickets’ business other than what
      is listed in Exhibit
      A,
      all
      such Domain Names, marks, trademarks, service marks or tradenames are included
      within this Agreement and the Asset Purchase Agreement.

     

    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    

    3. Monetary
      Consideration:
      Seller
      and Purchaser acknowledge that the Asset Purchase Agreement, dated as of March
      14, 2007, between Seller and Purchaser (“Main
      Agreement”)
      provides for consideration for this transfer of rights.

     

    4. Domain
      Names Transfer:
      Upon
      execution of the Main Agreement and this Domain Name Assignment, Seller shall
      request that the Registrar transfer the Domain Names to Purchaser in accordance
      with the Registrar’s then-current domain name transfer procedures. Purchaser
      shall promptly provide to Seller and/or Registrar, in accordance with
      Registrar’s then-current domain name transfer procedures, any and all
      information necessary for Seller and Registrar to effect the Domain Names
      transfers, including the Purchaser’s account information and the Purchaser’s
      registrar information, if different from the Registrar. After initiating the
      transfer process, Seller shall promptly reply to any and all requests made
      by
      the Registrar to complete the transfers including, without limitation, any
      requests for additional information or documentation. Seller shall promptly
      provide to Purchaser copies of all correspondence with the Registrar related
      to
      the Domain Names. Seller shall promptly notify Purchaser of the successful
      completion of the transfers as reflected in the WHOIS database on Registrar’s
      web site (located at www.godaddy.com or other URL where any other registrar
      is
      located). 

     

    5. Registrar
      Fees:
      Purchaser shall be responsible for payment of, and shall promptly pay, any
      and
      all Registrar fees associated with the transfer of the Domain Names, if any,
      including any transfer fees. If the Registrar requires the transferring
      registrant to pay fees to initiate the transfer or consummate the transfer,
      then
      Seller shall pay such fees and, upon written notice by seller, Purchaser shall
      promptly reimburse Seller for such payments.

     

    6. Cooperation
      and Further Documentation:
      (a)
      Seller agrees to execute and deliver without further consideration such further
      instruments and other documents, and to cooperate with Purchaser in any manner,
      as may reasonably be required by Purchaser to effectuate the purpose and intent
      of this Domain Name Assignment, so that the transfer of the Domain Name to
      Purchaser is recorded in the appropriate registrar for the Domain Names,
      including, without limitation, by completion, signature, response e-mail, online
      actions, notarization and/or filing of all documents necessary to record such
      sale and transfer and to allow the Domain Names to point to computer servers
      designated by Purchaser. Seller agrees to undertake whatever actions are
      required by the Registrar, including, without limitation, the initiation of
      the
      transfer process and removal of any registrar locks, to effectuate the transfer
      of ownership of the Domain Name to Purchaser so that the Purchaser will be
      the
      sole registered owner of the Domain Name and will be registered on whatever
      ICANN-accredited domain name registrar that Transferee shall designate. (b)
      In
      the event that Purchaser determines that it will require from Seller further
      documents or instruments to allow it to register the Domain Name or the Marks
      or
      to apply for and prosecute a trademark or service mark application with the
      United States Patent and Trademark Office, Seller agrees to execute such other
      or additional documents as Purchaser deems necessary to protect and/or enforce
      its full and exclusive rights to the Domain Name, Marks, their associated
      goodwill, and all other expanded, alternative, similar or derivative domain
      names, URLs, trademarks or service marks. 

     

    7. Uniqueness
      and Remedies:
      Seller
      and Purchaser acknowledge that the Domain Name and the Marks, and the goodwill,
      rights, and privileges flowing from the Domain Name and the Marks, are of a
      special, unique, unusual, extraordinary and intellectual character that gives
      them a peculiar value, the loss of which would cause irreparable injury and
      damage that could not be reasonably or adequately compensated in connection
      with
      damages asserted in an action at law. In light of the foregoing, Seller
      acknowledges that monetary relief would not be an adequate remedy for a breach
      or threatened breach by Seller of the provisions of this Domain Name Assignment
      and that Purchaser shall be entitled to the enforcement of this Domain Name
      Assignment by injunction, specific performance or other equitable relief,
      without prejudice to any other rights and remedies that Purchaser may have.
      If
      either party to this Domain Name Assignment resorts to equitable relief for
      breach or threatened breach of any provision of this Domain Name Assignment,
      it
      shall not be construed to be a waiver of any other rights or remedies that
      the
      party may have for damages or otherwise.

     

    
      
         

      

      
        C-2

        
          

        

      

      
         

      

    

    8. Indemnification:
      The
      Seller agrees to indemnify and hold Purchaser and its officers, directors,
      affiliates, agents, employees, successors and assigns (the “Indemnified
      Parties”),
      harmless against all claims, losses, liabilities, damages, deficiencies, costs
      and expenses, including reasonable attorneys’ fees and expenses of investigation
      and defense incurred, suffered or accrued by the Indemnified Parties, or any
      of
      them, directly or indirectly,
      as a result of or based upon any claim of a third party arising out of or in
      connection with any claim that Purchaser’s use of the Domain Name or the Marks
      (as authorized or permitted by the Main Agreement and this Domain Name
      Assignment) violates the rights of such third party in and to such Domain Name
      or Marks and/or as a result of or based upon any breach, inaccuracy or failure
      of a representation, warranty or covenant of Seller contained in this Domain
      Name Assignment or the Main Agreement.

     

    9. Choice
      of Law and Forum Selection:
      This
      Domain Name Assignment shall be governed by and construed in accordance with
      the
      laws of the State of Nevada applicable to contracts made and to be performed
      wholly within the State of Nevada, and without regard to conflicts of law
      principles. Any claim, suit, or action to interpret, with respect to any matter
      arising out of or relating to, this Domain Name Assignment or involving the
      Domain Name, the Marks or the Website (as defined in the Main Agreement) shall
      be commenced only in the state or federal courts located in Las Vegas, Nevada,
      and each party hereby consents to the exclusive jurisdiction of the foregoing
      courts, and waives any objections to jurisdiction, venue or forum. The parties
      agree that they may be served with process by personal service and/or certified
      mail.

     

    10. Entire
      Agreement:
      This
      Domain Name Assignment and the Main Agreement contain the entire agreement
      of
      the parties with respect to the matters contemplated herein. This Domain Name
      Assignment and the Main Agreement supersede any and all prior agreements,
      negotiations, or understandings between the parties, whether written or verbal,
      express or implied. The terms of this Domain Name Assignment or the Main
      Agreement cannot be changed or modified unless any such change or modification
      is in writing and signed by the parties to be bound.

     

    11. Successors
      and Assigns:
      This
      Domain Name Assignment is binding upon all predecessors-in-interest, successors,
      assigns, licensees, partners, venturers, representatives, agents and employees
      of the parties.

     

    12. Non-Waiver
      of Breach:
      No
      waiver of any provision hereof can be waived unless such waiver is in writing.
      Waiver by one party of performance of any provision hereof shall not invalidate
      this Domain Name Assignment, nor shall it be deemed to be a waiver by such
      party
      of any other provision thereof. No breach of any provision shall invalidate
      this
      Domain Name Assignment, nor shall it be deemed to be a waiver by such party
      of
      any other provision hereof.

     

    
      
         

      

      
        C-3

        
          

        

      

      
         

      

    

    13. Authorization:
      The
      respective undersigned signatories each hereby warrant that he/she is duly
      authorized to execute this Domain Name Assignment on behalf of the party for
      which he/she has signed.

     

    14. Attorney’s
      Fees:
      In the
      event of litigation in connection with or concerning the subject matter of
      this
      Agreement, the prevailing party shall be entitled to recover all costs and
      expenses incurred by it/him in connection therewith, including without
      limitation reasonable attorneys’ fees.

     

    15. Notices:
      Delivery:
      The
      provisions regarding notices in the Main Agreement shall apply.

     

    16. Counterparts:
      This
      Agreement may be executed in counterparts and by facsimile, and once so signed,
      such counterparts shall constitute a single original document. 

     

    


    [REMAINDER
      OF THIS PAGE LEFT BLANK; SIGNATURE PAGE FOLLOWS]

     

     

     

    
 

    
      
         

      

      
        C-4

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties hereto, agreeing to all of the foregoing, have
      caused this Domain Name Assignment to be executed by their duly authorized
      officers or agents, effective as of the day and year first set forth above,
      in
      the spaces provided below.

     

    “Seller”

    


    JOHN’S
      TICKETS, LLC, dba Any Event Tickets

    


    
      	 	 	 	 	 
	By:	/s/ John
              Pirample	 	 	 
	 	
              
Name:
              John Pirample	 	 	
            
	 	Title:  
              Manager	 	 	 


    

     

    
      


      
        	 	 	 	 	 
	By:	/s/ Timothy
                Bordonaro 	 	 	 
	 	
                
Name:
                Timothy Bordonaro 	 	 	
              


      

      
         

        
           

          Subscribed
            and sworn to before me this 14th

          day
            of
            March, 2007.

        

      

       

    

    
      
        	 	 	 	 	 
	 	/s/ 	 	 	 
	 	
                

              	 	 	
              


      

       

      Notary
        Public, State of Nevada, County, Clark

    

    My
      Commission Expires: October 27, 2008

    
       

       

      “Purchaser”

      
        


        Tix
          Corporation


      

      
        	 	 	 	 	 
	By:	/s/ Mitchell
                J. Francis	 	 	 
	 	
                
Name:
                Mitchell J. Francis	 	 	
              
	 	Title: 
                 Chief Executive Officer	 	 	 


      

       

       

      Subscribed
        and sworn to before me this 14th

    

    day
      of
      March, 2007. 

     

    
      
        	 	 	 	 	 
	 	/s/ 	 	 	 
	 	
                

              	 	 	
              


      

       

      
        Notary
        Public, State of Nevada, County, Clark

    

    My
      Commission Expires: October 27, 2008

     

     

    
      
         

      

      
        C-5

        
          

        

      

      
         

      

    

    


    EXHIBIT
      D

    CONSULTING
      AGREEMENT

     

    


    This
      Consulting Agreement (this “Agreement”)
      is
      made and entered into as of March 14, 2007 (the “Effective
      Date”)
      by and
      between Tix Corporation, a Delaware corporation (the “Company”),
      12001
      Ventura Place, Suite 340, Studio City, CA 91604 and Timothy Bordonaro, an
      individual (“Consultant”),
      401
      Laverne Street, Punta Gorda, Flordia 33980, with reference to the following
      facts:

     

    
      	 	
              A.

            	
              The
                Company has entered into an Asset Purchase Agreement with John’s Tickets,
                LLC, an Ohio limited liability company dba Any Event Tickets
                (“Any
                Event Tickets”).

            


    

     

    
      	 	
              B.

            	
              Consultant
                has provided services to Any Event Tickets and has previously served
                Ideal
                Ticket Agency, Inc. as President for a period of 14 years, from 1989
                to
                2003. 

            


    

     

    
      	 	
              C.

            	
              Any
                Event Tickets was a ticket brokerage business that operated from
                Las
                Vegas, Nevada and Cleveland, Ohio (the “Cleveland
                Office”).

            


    

     

    
      	 	
              D.

            	
              The
                Cleveland Office was the main office from which Any Event Tickets
                operated
                its ticket brokerage business.

            


    

     

    
      	 	
              E.

            	
              The
                Company purchased all assets of Any Event Tickets on March 13, 2007,
                and
                desires to engage Consultant for consulting
                services.

            


    

     

    Now,
      therefore, with reference to the foregoing facts, the Company and Consultant
      agree as follows:

     

    1. Engagement
      of Consultant.
      The
      Company hereby engages Consultant and Consultant hereby agrees to hold itself
      available to render, and to render at the reasonable request of the Company,
      independent advisory and consulting services for the Company to the best of
      its
      ability, upon the terms and conditions hereinafter set forth. Such consulting
      services shall include, but not be limited to, consulting advice and performance
      of services as outlined in Section 2 below. 

     

    2. Services.
      During
      the term of Consultant’s engagement, Consultant will provide consulting services
      to the Company, which shall include, but not be limited to: (a) assisting the
      Company with the transition and continuation of the ticket brokerage business
      as
      conducted by Any Event Tickets, (b) assisting the Company’s officers and
      employees, including Mitchell J. Francis, Chief Executive Officer and John
      Pirample, Premium Ticket Manager, with: (i) the continuation and creation of
      infrastructure and operation of the Company’s ticket brokerage business from the
      Cleveland Office to the office in Las Vegas, Nevada (the “Las
      Vegas Office”),
      (ii)
      the transition to the Las Vegas Office as the Company’s main office, and (iii)
      the continued utilization of the existing facility (or facilities) in Cleveland
      Office and (c) the integration of the ticket brokerage business in the Cleveland
      Office into the operations of the Las Vegas Office (the “Services”).
      Consultant shall use his best efforts to help the Company integrate and
      transition the business and assets purchased from Any Event
      Tickets.

     

    
      
         

      

      
        D-1

        
          

        

      

      
         

      

    

    3. Compensation

     

    3.1 In
      consideration of the Services rendered and to be rendered by Consultant, and
      the
      performance by Consultant with its obligations under this Agreement, the Company
      shall to Consultant a consulting fee of $150,000 and 25,000 shares (the
“Shares”)
      of the
      Company’s common stock, par value $0.08 per share (the “Common
      Stock”)
      within
      a reasonable period of time, not to exceed 90 days after the date of this
      Agreement. 

     

    3.2 Consultant
      represents and warrants to, and agrees with the Company as follows, with respect
      to the Shares; 

     

    3.2.1 Consultant
      is acquiring the Shares for his own account, for investment purposes
      only.

     

    3.2.2 Consultant
      understands that an investment in the Shares involves a high degree of risk,
      and
      Consultant has the financial ability to bear the economic risk of this
      investment in the Shares, including a complete loss of such investment.
      Consultant has adequate means for providing for its current financial needs
      and
      has no need for liquidity with respect to this investment.

     

    3.2.3 Consultant
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of an investment in the Shares and
      in
      protecting its own interest in connection with this transaction.

     

    3.2.4 Consultant
      understands that the Shares have not been and will not be registered under
      the
      Securities Act of 1933, as amended (the “Securities
      Act”),
      or
      under any state securities laws. Consultant is familiar with the provisions
      of
      the Securities Act and Rule 144 thereunder and understands that the restrictions
      on transfer on the Securities may result in Consultant being required to hold
      the Shares for an indefinite period of time.

     

    3.2.5 Consultant
      is an “accredited investor” as such term is defined in Regulation D under the
      Securities Act.

     

    3.2.6 Consultant
      agrees not to sell, transfer, assign, gift, create a security interest in,
      or
      otherwise dispose of, with or without consideration (collectively, “Transfer”)
      any of
      the Shares except pursuant to an effective registration statement under the
      Securities Act or an exemption from registration. As a further condition to
      any
      such Transfer, except in the event that such Transfer is made pursuant to an
      effective registration statement under the Securities Act, if in the reasonable
      opinion of counsel to the Company any Transfer of the Shares by the contemplated
      transferee thereof would not be exempt from the registration and prospectus
      delivery requirements of the Securities Act, the Company may require the
      contemplated transferee to furnish the Company with an investment letter setting
      forth such information and agreements as may be reasonably requested by the
      Company to ensure compliance by such transferee with the Securities
      Act.

     

    
      
         

      

      
        D-2

        
          

        

      

      
         

      

    

    3.2.7 Consultant
      has had the opportunity to ask questions of, and to receive answers from,
      appropriate executive officers of the Company with respect to the terms and
      conditions of the transactions contemplated hereby and with respect to the
      business, affairs, financial condition and results of operations of the Company.
      Consultant has had access to such financial and other information as is
      necessary in order for Consultant to make a fully informed decision as to
      investment in the Company, and has had the opportunity to obtain any additional
      information necessary to verify any of such information to which Consultant
      has
      had access.

     

    3.2.8 Consultant
      acknowledges that any certificate evidencing the Common Stock will have a legend
      to the following effect:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND
      MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS
      AN
      EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

     

    4. Term.
      The
      engagement of Consultant shall commence on the date of this Agreement and shall
      continue until the earliest to occur of the following:

     

    4.1 90
      days
      after the Effective Date;

     

    4.2 Upon
      death or disability of Consultant;

     

    4.3 By
      the
      Company “with cause,” effective upon delivery of written notice to Consultant
      given at any time (without any necessity for prior notice) if any one or more
      of
      the following shall occur:

     

    4.3.1 a
      material breach of this Agreement by Consultant, which breach has not been
      cured
      within 5 days after a written demand for such performance is delivered to
      Consultant by the Company that reasonably identifies the manner in which the
      Company believes that Consultant has breached this Agreement;

     

    4.3.2 any
      material act or event which inhibit Consultant from fully performing its
      responsibilities to the Company in good faith;

     

    4.3.3 a
      felony
      indictment or conviction of Consultant; 

     

    4.3.4 breach
      of
      the confidentiality obligations of Consultant under this Agreement or violation
      of any insider trading law (including “tipping”);

     

    4.3.5 Consultant
      commits any act of dishonesty, gross carelessness or gross misconduct;
      or

     

    4.4 Upon
      notice from the Company to Consultant other than pursuant to Section 4.2 or
      4.3.

     

    
      
         

      

      
        D-3

        
          

        

      

      
         

      

    

    The
      termination of Consultant’s engagement shall not terminate the rights and
      obligations of the parties under Sections 3.2, 4, 5, 6 and 9-23. 

     

    5. Representations
      and Warranties.
      Consultant represents and warrants to the Company that: (a) Consultant is under
      no contractual restriction or other restrictions or obligations that are
      inconsistent with this Agreement, the performance of its duties and the
      covenants hereunder; and (b) Consultant is under no physical or mental
      disability that would interfere with him/her keeping and performing all of
      the
      agreements, covenants and conditions to be kept or performed hereunder.


     

    6. Independent
      Contractor.
      It is
      expressly agreed that Consultant is acting as an independent contractor in
      performing its services hereunder, and this Agreement is not intended to, nor
      does it create, an employer-employee relationship nor shall it be construed
      as
      creating any joint venture or partnership between the Company and Consultant.
      Consultant shall be responsible for all applicable federal, state and other
      taxes related to Consultant’s consulting fee and the Company shall not withhold
      or pay any such taxes on behalf of Consultant, including without limitation
      social security, federal, state and other local income taxes. Since Consultant
      is acting solely as an independent contractor under this Agreement, Consultant
      shall not be entitled to insurance or other benefits normally provided by
      Company to its employees. Consultant shall be relying upon the Company to supply
      accurate data and information without independent verification.

     

    7. Assignment.
      The
      Company is entering into this Agreement in reliance upon and in consideration
      of
      the skills and qualifications of Consultant. Consultant may not assign or
      delegate any of its rights or obligations under this Agreement without the
      prior
      written consent of the Company, which consent may be withheld for any
      reason. 

     

    8. Disclaimer
      of Responsibility for Acts of Company.
      The
      obligations of the Consultant described in this Agreement consist solely of
      the
      Services to Company. In no event shall Consultant be required by this Agreement
      to act as the agent of Company or otherwise to represent or make decisions
      for
      Company. All final decisions with respect to acts of Company or its affiliates,
      whether or not made pursuant to or in reliance on information or advice
      furnished by Consultant hereunder, shall be those of Company or such affiliates
      and Consultant shall under no circumstances be liable for any expense incurred
      or loss suffered by Company as a consequence of such decisions.

     

    9. Indemnity.
      Each
      party agrees to indemnify, defend and hold the other party (and its directors,
      officers, employees and agents) harmless against any and all claims, loss,
      cost,
      liability, or expense (including, without limitation, reasonable attorneys’ fees
      and costs) incurred, sustained and/or paid by such other party arising out
      of
      (a) any breach by such party of any of its representations, warranties or
      covenants made under or in connection with this Agreement, or (b) the gross
      negligence or willful misconduct of such party in its performance under this
      Agreement.

     

    10. Confidentiality.
      Consultant recognizes that during the course of Consultant’s activities on
      behalf of the Company, it will accumulate certain proprietary and confidential
      information and trade secrets used in the Company’s business and will have
      divulged to it certain confidential and proprietary information and trade
      secrets about the business, operations and prospects of the Company, which
      constitute valuable business assets of the Company. Consultant hereby
      acknowledges and agrees that such information, except for information which
      is
      in the public domain prior to Consultant’s receipt thereof, or which
      subsequently becomes part of the public domain other than by Consultant’s breach
      of a confidentiality obligation, or which Consultant can clearly demonstrate
      was
      in its possession prior to receipt thereof from the Company and was developed
      by
      Consultant or received by Consultant from a third-party without breach of such
      third-parties confidentiality obligations with respect thereto (“Proprietary
      Information”)
      is
      confidential and proprietary and constitutes trade secret information and the
      Proprietary Information belongs to the Company and not to Consultant. Consultant
      agrees, to the extent not prohibited by law, that it shall not, at any time
      prior to termination of this Agreement or thereafter disclose, divulge or make
      known, directly or indirectly, to any person, or otherwise use or exploit in
      any
      manner any Proprietary Information obtained by Consultant under this Agreement,
      except in connection with and to the extent required by its performance of
      its
      duties hereunder for the Company and except that Consultant shall have no
      liability for unintentional, inadvertent immaterial disclosures more than one
      year after termination of this Agreement. Upon termination of this Agreement,
      Consultant shall deliver to the Company all tangible displays and repositories
      of Proprietary Information.

     

    
      
         

      

      
        D-4

        
          

        

      

      
         

      

    

    11. Publication
      and Release of Information. Consultant
      shall not disseminate, publish or publicly release any press release or other
      document regarding the Company that has not been approved in advance by the
      Company in writing. Furthermore, Consultant shall not make any statement or
      assertion regarding the Company that may be inconsistent with or contrary to
      information disclosed in the Company’s filings with the Securities and Exchange
      Commission. 

     

    12. Complete
      Agreement.
      This
      Agreement supersedes any and all of the other agreements, either oral or in
      writing, between the Parties with respect to the subject matter hereof and
      contains all of the covenants and agreements between the parties with respect
      to
      such subject matter in any manner whatsoever. Each party to this Agreement
      acknowledges that no representations, inducements, promises or agreements,
      oral
      or otherwise, have been made by any party, or anyone herein, and that no other
      agreement, statement or promise not contained in this Agreement shall be valid
      or binding. 

     

    13. Amendment.
      No
      amendment to this Agreement shall be valid unless such amendment is in writing
      and is signed by authorized representatives of all the parties to this
      Agreement.

     

    14. Waiver.
      Any of
      the terms and conditions of this Agreement may be waived at any time and from
      time to time in writing by the party entitled to the benefit thereof, but a
      waiver in one instance shall not be deemed to constitute a waiver in any other
      instance. A failure to enforce any provision of this Agreement shall not operate
      as a waiver of this provision or of any other provision hereof.

     

    15. Notices.
      All
      notices, requests, demands and other communications (collectively, “Notices”)
      given
      pursuant to this Agreement shall be in writing, and shall be delivered by
      personal service, courier, facsimile transmission or by United States first
      class, registered or certified mail, postage prepaid, addressed to the party
      at
      the address set forth in the introductory paragraph of this Agreement. Any
      Notice, other than a Notice sent by registered or certified mail, shall be
      effective when received; a Notice sent by registered or certified mail, postage
      prepaid return receipt requested, shall be effective on the earlier of when
      received or the third day following deposit in the United States mails. Any
      party may from time to time change its address for further Notices hereunder
      by
      giving notice to the other party in the manner prescribed in this
      Section.

     

    
      
         

      

      
        D-5

        
          

        

      

      
         

      

    

    16. Severability.
      In the
      event that any provision of this Agreement shall be held to be invalid, illegal
      or unenforceable in any circumstances, the remaining provisions shall
      nevertheless remain in full force and effect and shall be construed as if the
      unenforceable portion or portions were deleted.

     

    17. Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns. Any attempt by either party
      to assign any rights, duties or obligations which may arise under this Agreement
      without the prior written consent of the other party shall be void.

     

    18. Governing
      Law.
      The
      validity, interpretation and construction of this Agreement and each part
      thereof will be governed by the laws of the State of Nevada.

     

    19. Attorneys’
      Fees.
      In the
      event a dispute arises with respect to this Agreement, the party prevailing
      in
      such dispute shall be entitled to recover all expenses, including, without
      limitation, reasonable attorneys’ fees and expenses incurred in ascertaining
      such party’s rights, in preparing to enforce or in enforcing such party’s rights
      under this Agreement, whether or not it was necessary for such party to
      institute suit.

     

    20. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which may
      be
      deemed an original and all of which together will constitute one and the same
      instrument.

     

    21. Headings.
      The
      section headings in this Agreement are solely for convenience of reference
      and
      shall be given no effect in the construction or interpretation of this
      Agreement.

     

    22. Arbitration.
      The
      parties agree that all controversies which may arise between them concerning
      any
      transaction, the construction, performance or breach of this or any other
      agreement between them, whether entered into prior, on or subsequent to the
      date
      hereof, or any other matter, including but not limited to, securities activity,
      investment advice or in any way related thereto, shall be determined by
      arbitration in accordance with the rules of the American Arbitration
      Association. This shall inure to the benefit of and be binding on the Company,
      its officers, directors, agents, independent contractors, employees, controlling
      persons, sureties and any person acting on its behalf as to this Agreement
      and
      shall inure to the benefit of and be binding on the Consultant, its officers,
      directors, agents, independent contractors, employees, controlling persons,
      sureties and any person acting on its behalf as to this Agreement. Any award
      rendered in arbitration may be enforced in any court of competent
      jurisdiction.

     

    23. Arbitration
      Disclosures.
      Arbitration is final and binding on the parties. The parties are waiving their
      right to seek remedies in court, including the right to jury trial.
      Pre-arbitration discovery is generally more limited than and different from
      court proceedings. The arbitrators’ award is not required to include factual
      findings or legal reasoning and any party’s right to appeal or to seek
      modification of rulings by the arbitrators is strictly limited. The panel of
      arbitrators will typically include a minority of arbitrators who were or are
      affiliated with the securities industry.

     

    
      
         

      

      
        D-6

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties execute this Agreement as of the date first above
      written.

     

    
      	 	 	 
	 	Company:
	 	 
	 	TIX CORPORATION
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Mitchell
              J. Francis 
	 	
              
Mitchell
              J. Francis 
	 	Chief
              Executive Officer


    

     

    
      	 	 	 
	 	 
	 	Consultant:
	 
 	 
 	 
 
	 	  	/s/ Timothy
              Bordonaro
	 	
              
TIMOTHY
              BORDONARO


    

    


    


    


    
      
         

      

      
        D-7